Introduction to
Stock Markets
ZERODHA.COM/VARSITY
ZERODHA
TABLE OF CONTENTS
1 The Need to Invest 1
1.1 Why should one invest 1
1.2 Where to invest 3
1.3 Fixed income instruments 5
1.4 Equity 5
1.5 Real estate 6
1.6 Commodity - Bullion 6
1.7 A note on investments 7
1.8 What are the things to know before investing 7
2 Regulators 9
2.1 What is a stock market? 9
2.2 Stock market participants and the need to regulate them 10
2.3 The Regulator 11
3 Financial Intermediaries 15
3.1 Overview 15
3.2 The Stock broker 16
3.3 Depository and Depository Participants 17
3.4 Banks 18
3.5 NSCCL and ICCL 18
4 The IPO Markets - Part 1 21
4.1 Overview 21
4.2 Origin of a business 21
5 The IPO Markets - Part 2
5.1 Overview
32
32
5.2 Why do companies go public 33
5.3 Merchant bankers 34
5.4 IPO sequence of events 35
5.5 What happens after the IPO 36
5.6 Few IPO Jargons 36
5.7 Recent IPO’s in India 37
6 The Stock Markets 40
6.1 Overview 40
6.2 What really is the stock market ? 41
6.3 What moves the stock ? 42
6.4 How does the stock get traded ? 44
6.5 What happens after you own a stock ? 45
6.6 A note on the holding period 45
6.7 How to calculate returns ? 46
6.8 Where do you fit in ? 47
7 The Stock Markets Index 50
7.1 Overview 50
7.2 The Index 51
7.3 Practical uses of the Index 51
7.4 Index construction methodology 53
7.5 Sector specific indices 57
8 Commonly used Jargons 59
9 The Trading Terminal
9.1 Overview
65
65
9.2 The Login Process 66
9.3 The Market Watch 66
9.4 Buying a stock through the trading terminal 69
9.5 The order book and Trade book 71
9.6 The Bid and Ask price 75
9.7 Conclusion 77
10 Clearing and Settlement process 79
10.1 Overview 79
10.2 What happens when you buy a stock 80
10.3 What happens when you sell a stock 82
11 Five corporate actions and its impact on stock prices 84
11.1 Overview 84
11.2 Dividends 85
11.3 Bonus Issue 86
11.4 Stock split 87
11.5 Rights issue 88
11.6 Buyback of shares 88
12
Key Events and Their Impact on Markets
12.1
Overview
12.2
Monetary policy
12.3
Inflation
12.4
Index of Industrial Production
12.5
Purchasing Manager index
12.6
Budget
12.7
Corporate Earnings Announcement
91
91
92
93
94
95
95
96
1.1 - Why should one Invest?
Before we address the above question, let us understand what would happen if one choose not
to invest. Let us assume you earn Rs.50,000/- per month and you spend Rs.30,000/- towards your
cost of living which includes housing, food, transport, shopping, medical etc. The balance of
Rs.20,000/- is your monthly surplus. For the sake of simplicity, let us just ignore the effect of per-
sonal income tax in this discussion.
1. To drive the point across, let us make few simple assumptions.
2. The employer is kind enough to give you a 10% salary hike every year
3. The cost of living is likely to go up by 8% year on year
4. You are 30 years old and plan to retire at 50. This leaves you with 20 more years to earn
5. You don’t intend to work aer you retire
6. Your expenses are fixed and don’t foresee any other expense
7. The balance cash of Rs.20,000/- per month is retained in the form of hard cash
Going by these assumptions, here is how the cash balance will look like in 20 years as per Table
1.1
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The Need to Invest
If one were to analyze these numbers, you would soon realize this is a scary situation to be in.
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Years
Yearly income
Yearly expense
Cash retained
1
600,000
360,000
240,000
2
6,60,000
3,88,800
2,71,200
3
7,26,000
4,19,904
3,06,096
4
7,98,600
4,53,496
3,45,104
5
8,78,460
4,89,776
3,88,684
6
9,66,306
5,28,958
4,37,348
7
10,62,937
5,71,275
4,91,662
8
11,69,230
6,16,977
5,52,254
9
12,86,153
6,66,335
6,19,818
10
14,14,769
7,19,642
6,95,127
11
15,56,245
7,77,213
7,79,032
12
17,11,870
8,39,390
8,72,480
13
18,83,057
9,06,541
9,76,516
14
20,71,363
9,79,065
10,92,298
15
22,78,499
10,57,390
12,21,109
16
25,06,349
11,41,981
13,64,368
17
27,56,984
12,33,339
15,23,644
18
30,32,682
13,32,006
17,00,676
19
33,35,950
14,38,567
18,97,383
20
36,69,545
15,53,652
21,15,893
Total Income
17,890,693
Table 1.1 - Total cash balance in twenty years
Few things are quite startling from the above calculations:
1. Aer 20 years of hard work you have accumulated Rs.1.7 Crs.
2. Since your expenses are fixed, your lifestyle has not changed over the years, you probably
even suppressed your lifelong aspirations – better home, better car, vacations etc
3. Aer you retire, assuming the expenses will continue to grow at 8%, Rs.1.7 Crs is good
enough to sail you through roughly for about 8 years of post retirement life. 8th year onwards
you will be in a very tight spot with literally no savings le to back you up.
What would you do aer you run out of all the money in 8 years time? How do you fund your life?
Is there a way to ensure that you collect a larger sum at the end of 20 years?
Let’s consider another scenario as per Table 1.2 in the following page where instead of keeping
the cash idle, you choose to invest the cash in an investment option that grows at let’s say 12%
per annum. For example – in the first year you retained Rs.240,000/- which when invested at 12%
per annum for 20 years yields Rs.2,067,063/- at the end of 20th year.
With the decision to invest the surplus cash, your cash balance has increased significantly. The
cash balance has grown to Rs.4.26 Crs from Rs.1.7 Crs. This is a staggering 2.4x times the regular
amount. This translates to you being in a much better situation to deal with your post retirement
life.!
Now, going back to the initial question of why invest? There are few compelling reasons for one to
invest..
1. Fight Inflation – By investing one can deal better with the inevitable – growing cost of living –
generally referred to as Inflation
2. Create Wealth – By investing one can aim to have a better corpus by the end of the defined
time period. In the above example the time period was upto retirement but it can be anything
– children’s education, marriage, house purchase, retirement holidays etc
3. To meet life’s financial aspiration
1.2 - Where to invest?
Having figured out the reasons to invest, the next obvious question would be – Where would one
invest, and what are the returns one could expect by investing.
When it comes to investing one has to choose an asset class that suits the individual’s risk and
return temperament.
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Years
Yearly income
Yearly expense
Cash retained
Retained Cash
Invested @12%
1
600,000
360,000
240,000
20,67,063
2
6,60,000
3,88,800
2,71,200
20,85,519
3
7,26,000
4,19,904
3,06,096
21,01,668
4
7,98,600
4,53,496
3,45,104
21,15,621
5
8,78,460
4,89,776
3,88,684
21,27,487
6
9,66,306
5,28,958
4,37,348
21,37,368
7
10,62,937
5,71,275
4,91,662
21,45,363
8
11,69,230
6,16,977
5,52,254
21,51,566
9
12,86,153
6,66,335
6,19,818
21,56,069
10
14,14,769
7,19,642
6,95,127
21,58,959
11
15,56,245
7,77,213
7,79,032
21,60,318
12
17,11,870
8,39,390
8,72,480
21,60,228
13
18,83,057
9,06,541
9,76,516
21,58,765
14
20,71,363
9,79,065
10,92,298
21,56,003
15
22,78,499
10,57,390
12,21,109
21,52,012
16
25,06,349
11,41,981
13,64,368
21,46,859
17
27,56,984
12,33,339
15,23,644
21,40,611
18
30,32,682
13,32,006
17,00,676
21,33,328
19
33,35,950
14,38,567
18,97,383
21,25,069
20
36,69,545
15,53,652
21,15,893
21,15,893
TOTAL CASH AFTER 20 YEARS
TOTAL CASH AFTER 20 YEARS
TOTAL CASH AFTER 20 YEARS
TOTAL CASH AFTER 20 YEARS
4,26,95,771
Table 1.2 - Cash invested at 12% per annum
An asset class is a category of investment with particular risk and return characteristics. The fol-
lowing are some of the popular assets class…
1. Fixed income instruments
2. Equity
3. Real estate
4. Commodities (precious metals)
Fixed Income Instruments
These are investable instruments with very limited risk to the principle and the
return is paid as an interest to the investor based on the particular fixed income
instrument. The interest paid, could be quarterly, semi-annual or annual inter-
vals. At the end of the term of deposit, (also known as maturity period) the capital
is returned to the investor.
Typical fixed income investment includes:
1. Fixed deposits offered by banks
2. Bonds issued by the Government of India
3. Bonds issued by Government related agencies such as HUDCO, NHAI etc
4. Bonds issued by corporates
As of June 2014, the typical return from a fixed income instrument varies between 8% and 11%.
Equity
Investment in Equities involves buying shares of publicly listed companies. The
shares are traded both on the Bombay Stock Exchange (BSE), and the Na-
tional Stock Exchange (NSE).
When an investor invests in equity, unlike a fixed income instrument there is no capital guaran-
tee. However as a trade off, the returns from equity investment can be extremely attractive. In-
dian Equities have generated returns close to 14% – 15% CAGR (compound annual growth rate)
over the past 15 years.
Investing in some of the best and well run Indian companies has yielded over 20% CAGR in the
long term. Identifying such investments opportunities requires skill, hard work and patience.
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You may also be interested to know that the returns generated over a long term period (above
365 days, also called long term capital gain) are completely exempted from personal income tax.
This is an added attraction to investing in equities.
Real Estate
Real Estate investment involves transacting (buying and selling) commercial and
non commercial land. Typical examples would include transacting in sites, apart-
ments and commercial buildings. There are two sources of income from real es-
tate investments namely – Rental income, and Capital appreciation of the invest-
ment amount.
The transaction procedure can be quite complex involving legal verification of documents. The
cash outlay in real estate investment is usually quite large. There is no official metric to measure
the returns generated by real estate, hence it would be hard to comment on this.
Commodity – Bullion
Investments in gold and silver are considered one of the most popular invest-
ment avenues. Gold and silver over a long-term period has appreciated in value.
Investments in these metals have yielded a CAGR return of approximately 8%
over the last 20 years. There are several ways to invest in gold and silver. One can
choose to invest in the form of jewelry or Exchange Traded Funds (ETF).
Going back to our initial example of investing the surplus cash it would be interesting to see how
much one would have saved by the end of 20 years considering he has the option of investing in
any one – fixed income, equity or bullion.By investing in fixed income at an average rate of 9% per
annum, the corpus would have grown to Rs.3.3 Crs
1. By investing in fixed income at an average rate of 9% per annum, the corpus would have
grown to Rs.3.3 Crs
2.Investing in equities at an average rate of 15% per annum, the corpus would have
grown to Rs.5.4 Crs
3. Investing in bullion at an average rate of 8% per annum, the corpus would have grown to Rs.
3.09 Crs
Clearly, equities tend to give you the best returns especially when you have a multi – year invest-
ment perspective.
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A note on investments
Investments optimally should have a strong mix of all asset classes. It is smart to diversify your
investment among the various asset classes. The technique of allocating money across assets
classes is termed as ‘Asset Allocation’.
For instance, a young professional may be able take a higher amount of risk given his age and
years of investment available to him. Typically investor should allocate around 70% of his investa-
ble amount in Equity, 20% in Precious metals, and the rest in Fixed income investments.
Alongside the same rationale, a retired person could invest 80 percent of his saving in fixed in-
come, 10 percent in equity markets and a 10 percent in precious metals. The ratio in which one
allocates investments across asset classes is dependent on the risk appetite of the investor.
1.3 - What are the things to know before investing
Investing is a great option, but before you venture into investments it is good to be aware of the
following…
1. Risk and Return go hand in hand. Higher the risk, higher the return. Lower the risk, lower is
the return.
2. Investment in fixed income is a good option if you want to protect your principal amount. It is
relatively less risky. However you have the risk of losing money when you adjust the return for
inflation. Example – A fixed deposit which gives you 9% when the inflation is 10% means you
are net net losing 1% per annum. Fixed income investment is best suited for ultra risk averse
investors
3. Investment in Equities is a great option. It is known to beat the inflation over long period of
times. Historically equity investment has generated returns close to 14-15%. However, equity
investments can be risky
4. Real Estate investment requires a large outlay of cash and cannot be done with smaller
amounts. Liquidity is another issue with real estate investment – you cannot buy or sell
whenever you want. You always have to wait for the right time and the right buyer or seller to
transact with you.
5. Gold and silver are known to be a relatively safer but the historical return on such investment
has not been very encouraging.
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Key takeaways from this chapter
1. Invest to secure your future
2. The corpus that you intend to build at the end of the defined period is sensitive to the rate of
return the investment generates. A small variation to rate can have a big impact on the corpus
3. Choose an instrument that best suits your risk and return appetite
4. Equity should be a part of your investment if you want to beat the inflation in the long run
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2.1 - What is a stock market?
•
Investing in equities is an important investment that we make in order to generate inflation
beating returns. This was the conclusion we drew from the previous chapter. Having said that,
how do we go about investing in equities? Clearly before we dwell further into this topic, it is ex-
tremely important to understand the ecosystem in which equities operate.
Just like the way we go to the neighborhood kirana store or a super market to shop for our daily
needs, similarly we go to the stock market to shop (read as transact) for equity investments.
Stock market is where everyone who wants to transact in shares go to. Transact in simple terms
means buying and selling. For all practical purposes, you can’t buy/sell shares of a public com-
pany like Infosys without transacting through the stock markets.
The main purpose of the stock market is to help you facilitate your transactions. So if you are a
buyer of a share, the stock market helps you meet the seller and vice versa.
Now unlike a super market, the stock market does not exist in a brick and mortar form. It exists in
electronic form. You access the market electronically from your computer and go about conduct-
ing your transactions (buying and selling of shares).
Regulators
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Also, it is important to note that you can access the stock market via a registered intermediary
called the stock broker. We will discuss more about the stock brokers at a later point.
There are two main stock exchanges in India that make up the stock markets. They are the Bom-
bay Stock Exchange (BSE) and the National Stock Exchange (NSE). Besides these two exchanges
there are a bunch of other regional stock exchanges like Bangalore Stock Exchange, Madras Stock
Exchange that are more or less getting phased out and don’t really play any meaningful role any-
more.
2.2 - Stock Market Participants and the need to regulate them
The stock market attracts individuals and corporations from diverse backgrounds. Anyone who
transacts in the stock market is called a market participant. The market participant can be classi-
fied into various categories. Some of the categories of market participants are as follows:
1. Domestic Retail Participants – These are people like you and me transacting in markets
2. NRI’s and OCI – These are people of Indian origin but based outside India
3. Domestic Institutions – These are large corporate entities based in India. Classic example
would be the LIC of India.
4. Domestic Asset Management Companies (AMC) – Typical participants in this category
would be the mutual fund companies such as SBI Mutual Fund, DSP Black Rock, Fidelity
Investments, HDFC AMC etc.
5. Foreign Institutional Investors – Non Indian corporate entities. These could be foreign
asset management companies, hedge funds and other investors
Now, irrespective of the category of market participant the agenda for everyone is the same – to
make profitable transactions. More bluntly put – to make money.
When money is involved, human emotions in the form of greed and fear run high. One can easily
fall prey to these emotions and get involved in unfair practices. India has its fair share of such
twisted practices, thanks the operations of Harshad Mehta and the like.
Given this, the stock markets need someone who can set the rules of the game (commonly re-
ferred to as regulation and compliance) and ensure that people adhere to these regulations and
compliance thereby making the markets a level playing field for everyone.
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2.3 - The Regulator
In India the stock market regulator is called The Securities and Exchange board of India oen
referred to as SEBI. The objective of SEBI is to promote the development of stock exchanges, pro-
tect the interest of retail investors, regulate the activities of market participants and financial in-
termediaries. In general SEBI ensures…
1. The stock exchanges (BSE and NSE) conducts its business fairly
2. Stock brokers and sub brokers conduct their business fairly
3. Participants don’t get involved in unfair practices
4. Corporate’s don’t use the markets to unduly benefit themselves (Example – Satyam
Computers)
5. Small retail investors interest are protected
6. Large investors with huge cash pile should not manipulate the markets
7. Overall development of markets
Given the above objectives it becomes imperative for SEBI to regulate the following entities. All
the entities mentioned below in Table 2.1 are directly involved in the stock markets. A malprac-
tice by anyone of the following entities can disrupt what is otherwise a harmonious market in In-
dia.
SEBI has prescribed a set of rules and regulation to each one of these entities. The entity should
operate within the legal framework as prescribed by SEBI. The specific rules applicable to a spe-
cific entity are made available by SEBI on their website. They are published under the ‘Legal
Framework’ section of their site.
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Entity
Example of
companies
What do they do?
In simpler words
Credit Rating
Agency (CRA)
CRISIL, ICRA,
CARE
They rate the credit
worthiness of
corporate and
governments
If a corporate or Govt entity wants to avail
loan, CRA checks if the entity is worthy of
giving a loan
Debenture
Trustees
Almost all banks
in India
Act as a trustee to
corporate debenture
When companies want to raise a loan they
can issue debenture against which they
promise to pay an interest. These
debentures can be subscribed by public. A
Debenture Trustee ensures that the
debenture obligation is honored
Depositories
NSDL and CDSL
Safekeeping,
reporting and
settlement of clients
securities
Acts like a vault for the shares that you buy.
The depositories hold your shares and
facilitate exchange of your securities. When
you buy shares these shares sit in your
Depositary account usually referred to as the
DEMAT account. This is maintained
electronically by only two companies in
India
Depositary
Participant (DP)
Most of the banks
and few stock
brokers
Act as an agent to the
two depositories
You cannot directly interact with NSDL or
CDSL. You need to liaison with a DP to open
and maintain you DEMAT account
Foreign
Institutional
Investors
Foreign
corporate, funds
and individuals
Make investments in
India
These are foreign entities with an interest to
invest in India. They usually transact in large
amounts of money, and hence their activity
in the markets have an impact in terms of
market sentiment
Table 2.1 - Regulators in India
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Entity
Example of
companies
What do they do?
In simpler words
Merchant
Bankers
Karvy, Axis Bank,
Edelweiss Capital
Help companies raise
money in the primary
markets
If a company plans to raise money by
floating an IPO, then merchant bankers are
the ones who help companies with the IPO
process
Asset
Management
Companies(AMC)
HDFC AMC,
Reliance Capital,
SBI Capital
Offer Mutual Fund
Schemes
An AMC collects money from the public,
puts that money in a single account and
then invest that money in markets with an
objective of making the investments grow
and thereby generate wealth to its investors.
Portfolio
Managers/
Portfolio
Management
System
(PMS)
Religare Wealth
Management,
Parag Parikh PMS
Offer PMS schemes
They work similar to a mutual fund except in
a PMS you have to invest a minimum of Rs.
25,00,000 however there is no suchcap in a
mutual fund
Stock Brokers
and Sub Brokers
Zerodha,
Sharekhan, ICICI
Direct
Act as a intermediary
between an investor
and the stock
exchange
Whenever you want to buy or sell shares
from the stock exchange you have to do so
through registered stock brokers. A sub
broker is like an agent to a stock broker
Key takeaways from this chapter
1. Stock market is the place to go to if you want to transact in equities
2. Stock markets exists electronically and can be accessed through a stock broker
3. There are many different kinds of market participants operating in the stock markets
4. Every entity operating in the market has to be regulated and they can operate only within the
framework as prescribed by the regulator
5. SEBI is the regulator of the securities market in India. They set the legal frame work and
regulate all entities interested in operating in the market.
6. Most importantly you need to remember that SEBI is aware of what you are doing and they
can flag you down if you are up to something fishy in the markets!
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3.1 - Overview
From the time you access the market – let’s just say, to buy a stock till the time the stocks comes
and hits your DEMAT account, a bunch of corporate entities are actively involved in making this
work for you. These entities play their role quietly behind the scene, always complying with the
rules laid out by SEBI and ensure an effortless and smooth experience for your transactions in the
stock market. These entities are generally referred to as the Financial Intermediaries.
Together, these financial intermediaries, interdependent of one another, create an ecosystem in
which the financial markets exists. This chapter will help you get an overview of who these finan-
cial intermediaries are and the services they offer.
Financial Intermediaries
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Financial Intermediaries
3.2 - The Stock Broker
The stock broker is probably one of the most important financial intermediaries that you
need to know. A stock broker is a corporate entity, registered as a trading member with the stock
exchange and holds a stock broking license. They operate under the guidelines prescribed by
SEBI.
A stock broker is your gateway to stock exchanges. To begin with, you need to open something
called as a ‘Trading Account’ with a broker who meets your requirement. Your requirement could
be as simple as the proximity between the broker’s office and your house. At the same time it can
be as complicated as identifying a broker who can provide you a single platform using which you
can transact across multiple exchanges across the world. At a later point we will discuss what
these requirements could be and how to choose the right broker.
A trading account lets you carry financial transactions in the market. A trading account is an ac-
count with the broker which lets the investor to buy/sell securities.
So assuming you have a trading account - whenever you want to transact in the markets you
need to interact with your broker. There are few standard ways through which you can interact
with your broker.
1. You can go to the broker’s office and meet the dealer in the broker’s office and tell him what
you wish to do. A dealer is an executive at the stock broker’s office who carries out these
transactions on your behalf.
2. You can make a telephone call to your broker, identify yourself with your client code (account
code) and place an order for your transaction. The dealer at the other end will execute the
order for you and confirm the status of the same while you are still on the call.
3. Do it yourself – this is perhaps the most popular way of transacting in the markets. The
broker gives you access to the market through soware called ‘Trading Terminal’. Aer you
login in to the trading terminal, you can view live price quotes from the market, and can also
place orders yourself.
The basic services provided by the brokers includes..
1. Give you access to markets and letting you transact
2. Give you margins for trading – We will discuss this point at a later stage
3. Provide support – Dealing support if you have to call and trade. Soware support if you have
issues with the trading terminal
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4. Issue contract notes for the transactions – A contract note is a written confirmation detailing
the transactions you have carried out during the day
5. Facilitate the fund transfer between your trading and bank account
6. Provide you with a back office login – using which you can see the summary of your account
7. The broker charges a fee for the services that he provides called the ‘brokerage charge’ or
just brokerage. The brokerage rates vary, and its up to you to find a broker who strikes a
balance between the fee he collects versus the services he provides.
3.3 - Depository and Depository Participants
When you buy a property the only way to identify and claim that you actually own the prop-
erty is by producing the property papers. Hence it becomes extremely important to store the
property papers in a safe and secure place.
Likewise when you buy a share (a share represents a part ownership in a company) the only way
to claim your ownership is by producing your share certificate. A share certificate is nothing but a
piece of document entitling you as the owner of the shares in a company.
Before 1996 the share certificate was in paper format however post 1996, the share certificates
were converted to digital form. The process of converting paper format share certificate into digi-
tal format share certificate is called “Dematerialization” oen abbreviated as DEMAT.
The share certificate in DEMAT format has to be stored digitally. The storage place for the digital
share certificate is the ‘DEMAT Account’. A Depository is a financial intermediary which offers the
service of Demat account. A DEMAT account in your name will have all the shares in electronic for-
mat you have bought. Think of DEMAT account as a digital vault for your shares.
As you may have guessed, the trading account from your broker and the DEMAT account from the
Depository are interlinked.
So for example if your idea is to buy Infosys shares then all you need to do is open your trading ac-
count, look for the prices of Infosys and buy it. Once the transaction is complete, the role of your
trading account is done. Aer you buy, the shares of Infosys will automatically come and sit in
your DEMAT account.
Likewise when you wish to sell Infosys shares, all you have to do is open your trading account and
sell the stock. This takes care of the transaction part…however in the backend, the shares which
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are sitting in your DEMAT account will get debited, and the shares move out of your DEMAT ac-
count.
At present there are only two depositaries offering you DEMAT account services. They are The Na-
tional Securities Depository Limited (NSDL) and Central Depository Services (India) Limited.
There is virtually no difference between the two and both of them operate under strict SEBI regu-
lations.
Just like the way you cannot walk into National Stock Exchange’s office to open a trading ac-
count, you cannot walk into a Depository to open a DEMAT account. To open a DEMAT account
you need to liaison with a Depository Participant (DP). A DP helps you set up your DEMAT account
with a Depository. A DP acts as an agent to the Depository. Needless to say, even the DP is gov-
erned by the regulations laid out by the SEBI.
3.4 - Banks
Banks play a very straight forward role in the market ecosystem. They help in facilitating
the fund transfer from your bank account to your trading account. You may be interested to note
that for a given trading account only one bank account can be interlinked. You cannot transfer
money from a bank account that is not in your name.
If you have multiple bank accounts, you need to specify which particular bank account that will
be linked to your trading account. Of course you can remove the bank account and link it with an-
other bank account of yours, but that requires some amount of paper work. However, for the
money to come in and go out of your trading account, it has to happen only via the bank account
that has been specified and linked.
Also, at this stage, you must have realized that the three financial intermediaries operate via
three different accounts - trading account, DEMAT account and Bank account. All the three ac-
counts operate electronically and are interlinked giving you a very seamless experience.
3.5 NSCCL and ICCL
NSCCL – National Security Clearing Corporation Ltd and Indian Clearing Corporation are wholly
owned subsidiaries of National Stock Exchange and Bombay Stock Exchange respectively.
The job of the clearing corporation is to ensure guaranteed settlement of your trades/
transactions. For example if you were to buy 1 share of Biocon at Rs.446 per share there must be
someone who has sold that 1 share to you at Rs.446 . For this transaction, you will be debited
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Rs.446 from your trading account and someone must be credited that Rs.446 toward the sale of
Biocon. In a typical transaction like this the clearing corporation’s role is to ensure the following:!
a) Identify the buyer and seller and match the debit and credit process!
b) Ensure no defaults – The clearing corporation also ensures there are no defaults by either
party. For instance the seller aer selling the shares should not be in a position to back out
thereby defaulting in his transaction.
For all practical purposes, its ok not to know much about NSCCL or ICCL simply because, you as a
trader or investor would not be interacting with these agencies directly. You just need to be
aware that there are certain professional institutions which are heavily regulated and they work
towards smooth settlement, and efficient clearing activity.
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Key takeaways from this chapter
1. The market ecosystem is built by a cluster of financial intermediaries, each offering services
that are unique to the functioning of markets
2. A stock broker is your access to markets, so make sure you choose a broker that matches
your requirements, and services well.
3. A stock broker provides you a trading account which is used for all market related
transactions (buying and selling of financial instruments like shares)
4. A Depository Participant (DP) is a corporate entity that holds the shares in electronic form
against your name in your account. Your account with the DP is called the ‘DEMAT’ account
5. There are only two depositories in India – NSDL and CDSL
6. To open a DEMAT account with one of the depositaries you need to liaison with a Depository
Participant (DP). A DP functions as an agent to the Depository
7. A clearing corporation works towards clearing and settling of trades executed by you.
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∏
4.1 - Overview
The initial three chapters has set the background on some of the basic market concepts that you
need to know. At this stage it becomes imperative to address a very basic question – Why do com-
panies go public?
A good understanding of this topic lays down a sound foundation for all future topics. We will
learn new financial concepts during the course of this chapter.
4.2 - Origin of a Business
Before we jump ahead to seek an answer as to why companies go public, let us spend some time
figuring out a more basic concept - the origins of a typical business. To understand this concept
better, we will build a tangible story around it. Let us split this story into several scenes just so
that we get a clear understanding of how the business and the funding environment evolves.
The IPO Markets - Part 1
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The IPO Markets - Part 1
Let us imagine a budding entrepreneur with a brilliant business idea – to manufacture highly fash-
ionable, organic cotton t-shirts. The designs are unique, has attractive price points and the best
quality cotton is used to make these t-shirts. He is confident that the business will be successful,
and is all enthusiastic to launch the idea into a business.
As a typical entrepreneur he is likely to be hit by the typical problem – where would he get the
money to fund the idea? Assuming the entrepreneur has no business background he will not at-
tract any serious investor at the initial stage. Chances are, he would approach his family and
friends to pitch the idea and raise some money. He could approach the bank for a loan as well but
this would not be the best option.
Let us assume that he pools in his own money and also convinces two of his good friends to in-
vest in his business. Because these two friends are investing at the pre revenue stage and taking a
blind bet on the entrepreneur they would be called the Angel investors. Please note, the money
from the angels is not a loan, it is actually an investment made by them.
So let us imagine that the promoter along with the angels raise INR 5 Crore in capital. This initial
money that he gets to kick start his business is called ‘The Seed Fund’. It is important to note
that the seed fund will not sit in the entrepreneur’s (also called the promoter) personal bank ac-
count but instead sits in the company’s bank account. Once the seed capital hits the company’s
bank account, the money will be referred to as the initial share capital of the company.
In return of the initial seed investment, the original three (promoter plus 2 angels) will be issued
share certificates of the company which entitles them an ownership in the company.
The only asset that the company has at this stage is cash of INR 5 Crs, hence the value of the com-
pany is also INR 5 Crs. This is called the company’s valuation.
Issuing shares is quite simple, the company assumes that each share is worth Rs.10 and because
there is Rs.5 crore as share capital, there has to be 50 lakh shares with each share worth Rs.10. In
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SCENE 1 – THE ANGELS
this context, Rs.10 is called the ‘Face value’ (FV) of the share. The face value could be any number.
If the FV is Rs.5, then the number of shares would be 1 crore, so on and so forth.
The total of 50 lakh shares is called the Authorized shares of the company. These shares have to
be allotted amongst the promoter and two angels plus the company has to retain some amount
of shares with itself to be issued in the future.
So let us assume the promoter retains 40% of the shares and the two angels get 5% each and the
company retains 50% of the shares. Since the promoter and two angels own 50% of the shares,
this allotted portion is called Issued shares.
The share holding pattern of this company would look something like this..
Please note the balance 50% of the shares totaling 2,500,000 equity shares are retained by the
company. These shares are authorized but not allotted.
Now backed by a good company structure and a healthy seed fund the promoter kick starts his
business operations. He wants to move cautiously, hence he decides to open just one small manu-
facturing unit and one store to retail his product.
!
His hard work pays off and the business starts to pick up. At the end of the first two years of opera-
tions, the company starts to break even. The promoter is now no longer a rookie business owner,
instead he is more knowledgeable about his own business and of course more confident.
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Sl No
Name of Share
Holder
No of Shares
%Holding
1
Promoter
2,000,000
40%
2
Angel 1
250,000
5%
3
Angel 2
250,000
5%
Total
2,500,000
50%
SCENE 2 – THE VENTURE CAPITALIST
Table 4.1 - Initial Shareholding Pattern
Backed by his confidence, the promoter now wants to expand his business by adding 1 more
manufacturing unit and few additional retail stores in the city. He chalks out the plan and figures
out that the fresh investment needed for his business expansion is INR 7 Crs.
He is now in a better situation when compared to where he was two years ago. The big difference
is the fact that his business is generating revenues. Healthy inflow of revenue validates the busi-
ness and its offerings. He is now in a situation where he can access reasonably savvy investors for
investing in his business. Let us assume he meets one such professional investor who agrees to
give him 7 Crs for a 14% stake in his company.
The investor who typically invests in such early stage of business is called a Venture Capitalist
(VC) and the money that the business gets at this stage is called Series A funding.
Aer the company agrees to allot 14% to the VC from the authorized capital the shareholding pat-
tern looks like this:
Sl No
Name of Share
Holder
No of Shares
%Holding
1
Promoter
2,000,000
40%
2
Angel 1
250,000
5%
3
Angel 2
250,000
5%
4
Venture Capitalist
700,000
14%
Total
3,200,000
64%
Note, the balance 36% of shares is still retained within the company and has not been issued.
Now, with the VC’s money coming into the business, a very interesting development has taken
place. The VC is valuing the entire business at INR 50 Crs by valuing his 14% stake in the com-
pany at INR 7Crs. With the initial valuation of 5Crs, there is a 10 fold increase in the company’s
valuation. This is what a good business plan, validated by a healthy revenue stream can do to
businesses. It works as a perfect recipe for wealth creation.
With the valuations going up, the investments made by the initial investors will have an impact.
The following table summarizes the same…
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Table 4.2 - Second stage shareholding pattern
Going forward with our story, the promoter now has the additional capital he requires for the
business. The company gets an additional manufacturing unit and few more retail outlets in the
city as planned. Things are going great; popularity of the product grows, translating into higher
revenues, management team gets more professional thereby increasing the operational effi-
ciency and all this translates to better profits.
!SCENE 3 – THE BANKER
Three more years pass by and the company is phenomenally successful. The company decides to
have a retail presence in at least 3 more cities. To back the retail presence across three cities, the
company also plans to increase the production capacity and hire more resources. Whenever a
company plans such expenditure to improve the overall business, the expenditure is called ‘Capi-
tal Expenditure’ or simply ‘CAPEX’.
The management estimates 40Crs towards their Capex requirements. How does the company get
this money or in other words, how can the company fund its Capex requirements?
There are few options with the company to raise the required funds for their Capex…
1. The company has made some profits over the last few years; a part of the Capex requirement
can be funded through the profits. This is also called funding through internal accruals
2. The company can approach another VC and raise another round of VC funding by allotting
shares from the authorized capital – this is called Series B funding
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Table 4.3 - Third stage shareholding pattern
Sl No
Name of Share
Holder
Initial
Shareholding
Initial
Valuation
Shareholding
aer 2 Yrs
Valuation
aer 2 Yrs
Wealth
Created
1
Promoter
40%
2 Crs
40%
20 Crs
10 times
2
Angel 1
5%
25 Lakhs
5%
2.5 Crs
10 times
3
Angel 2
5%
25 Lakhs
5%
2.5 Crs
10 times
4
Venture
Capitalist
0%
-NA-
14%
07 Crs
-NA-
Total
50%
2.5 Crs
64%
32 Crs
3. The company can approach a bank and seek a loan. The bank would be happy to tender this
loan as the company has been doing fairly well. The loan is also called ‘Debt’
The company decides to exercise all the three options at its disposal to raise the funds for Capex.
It ploughs 15Crs from internal accruals, plans a series B - divests 5% equity for a consideration of
10Crs from another VC and raise 15Crs debt from the banker.
Note, with 10Crs coming in for 5%, the valuation of the company now stands at 200 Crs. Of
course, this may seem a bit exaggerated, but then the whole purpose of this story is drive across
the concept!
The shareholding and valuation look something like this
Sl No
Name of Share
Holder
No of Shares
%Holding
Valuation
1
Promoter
2,000,000
40%
80 Crs
2
Angel 1
250,000
5%
10 Crs
3
Angel 2
250,000
5%
10 Crs
4
VC Series A
700,000
14%
28 Crs
5
VC Series B
250,000
5%
10 Crs
Note, the company still has 31% of shares not allotted to shareholders which are now being val-
ued at 62 Crs. Also, I would encourage you to think about the wealth that has been created over
the years. This is exactly what happens to entrepreneurs with great business ideas, and with a
highly competent management team.
Classic real world examples of such wealth creation stories would be Infosys, Page Industries, Ei-
cher Motors, Titan industries and in the international space one could think of Google, Facebook,
Twitter, Whats app etc.!
SCENE 4 – THE PRIVATE EQUITY
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Table 4.4 - Fourth stage shareholding pattern
Few years pass by and the company’s success continues to shine on. With the growing success of
this 8 year old, 200 Cr Company, the ambitions are also growing. The company decides to raise
the bar and branch out across the country. They also decide to diversify the company by manufac-
turing and retailing fashion accessories, designer cosmetics and perfumes.
The capex requirement for the new ambition is now pegged at 60 Crs. The company does not
want to raise money through debt because of the interest rate burden, also called the finance
charges which would eat away the profits the company generates.
They decide to allot shares from the authorized capital for a Series C funding. They cannot ap-
proach a typical VC because VC funding is usually small and runs into few crores. This is when a
Private Equity (PE) investor comes into the picture.
PE investors are quite savvy. They are highly qualified, and have an excellent professional back-
ground. They invest large amounts of money with the objective of not only providing the capital
for constructive use but also place their own people on the board of the investee company to en-
sure the company steers in the required direction.
Assuming they pick up 15% stake for a consideration of 60Crs, they are now valuing the company
at 400Crs. Let’s have a quick look at the share holding and valuations..
Table 4.5 - Fih stage shareholding pattern
Sl No
Name of Share
Holder
No of Shares
%Holding
Valuation (in
Crs)
1
Promoter
2,000,000
40%
160
2
Angel 1
250,000
5%
20
3
Angel 2
250,000
5%
20
4
VC Series A
700,000
14%
56
5
VC Series B
250,000
5%
20
6
PE Series C
1,000,000
15%
60
Total
4,450,000
84%
336
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Please note, the company has retained back 16% stake which has not been allotted to any share-
holder. This portion is valued at 64 Crs
Usually, when a PE invests, they invest with an objective to fund large capex requirements. Be-
sides they do not invest in the early stage of a business instead they prefer to invest in companies
that already has a revenue stream, and is in operation for a few years. The process of deploying
the PE capital and utilizing the capital for the capex requirements takes up a few years.
SCENE 5 – THE IPO
5 years aer the PE investment, the company has progressed really well. They have successfully
diversified their product portfolio plus they have a presence across all the major cities in the
country. Revenues are good, profitability is stable and the investors are happy. The promoter
however does not want settle in for just this.
The promoter now aspires to go international! He wants his brand to be available across all the
major international cities; he wants at least two outlets in each major city across the world.
This means, the company needs to invest in market research to understand what people like in
other countries, they need to invest in people, and also work towards increasing the manufactur-
ing capacities. Besides they also need to invest into real estate space across the world.
This time around the Capex requirement is huge and the management estimates this at 200 Crs.
The company has few options to fund the Capex requirement.
1. Fund Capex from internal accruals
2. Raise Series D from another PE fund
3. Raise debt from bankers
4. Float a bond (this is another form of raising debt)
5. File for an Initial Public Offer (IPO) by allotting shares from authorized capital
6. A combination of all the above
For sake of convenience, let us assume the company decides to fund the capex partly through in-
ternal accruals and also file for an IPO. When a company files for an IPO, they have to offer their
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shares to the general public. The general public will subscribe to the shares (i.e if they want to) by
paying a certain price. Now, because the company is offering the shares for the first time to the
public, it is called the “Initial Public Offer’.
We are now at a very crucial juncture, where a few questions needs to be answered..
1. Why did the company decide to file for an IPO? In general why do companies go public?
2. Why did they not file for the IPO when they were in Series A, B and C situation?
3. What would happen to the existing share holders aer the IPO?
4. What do the general public look for before they subscribe to the IPO?
5. How does the IPO process evolve?
6. Who are the financial intermediaries involved in the IPO markets?
7. What happens aer the company goes public?
In the following chapter we will address each of the above questions plus more, and we will also
give you more insights to the IPO Market. For now, hopefully you should have developed a sense
of how a successful company evolves before they come out to the public to offer their shares.
The purpose of this chapter is to just give you a sense of completeness when one thinks about an
IPO.
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Key takeaways from this chapter
1. Before understanding why companies go public, it is important to understand the origin of
business
2. The people who invest in your business in the pre-revenue stage are called Angel Investors
3. Angel investors take maximum risk. They take in as much risk as the promoter
4. The money that angels give to start the business is called the seed fund
5. Angel’s invest relatively a small amount of capital
6. Valuation of a company simply signifies how much the company is valued at. When one
values the company they consider the company’s assets and liabilities
7. A face value is simply a denominator to indicate how much one share is originally worth
8. Authorized shares of the company is the total number of shares that are available with the
company
9. The shares distributed from the authorized shares are called the issued shares. Issued shares
are always a subset of authorized shares.
10.The shareholding pattern of a company tells us who owns how much stake in the company
11.Venture Capitalists invest at an early stage in business; they do not take as much risk as
Angel investors. The quantum of investments by a VC is usually somewhere in between an
angel and private equity investment
12.The money the company spends on business expansion is called capital expenditure or
capex
13.Series A, B, andC etc are all funding that the company seeks as they start evolving. Usually
higher the series, higher is the investment required.
14.Beyond a certain size, VCs cannot invest, and hence the company seeking investments will
have to approach Private Equity firms
15.PE firms invest large sums of money and they usually invest at a slightly more mature stage
of the business
16.In terms of risk, PE’s have a lower risk appetite as compared to VC or angels
17.Typical PE investors would like to deploy their own people on the board of the investee
company to ensure business moves in the right direction
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5.1 - Overview
The previous chapter gave us an understanding on how a company evolved right from the idea
generation stage to all the way till it decides to file for an IPO. The idea behind creating the fic-
tional story in the previous chapter was to give you a sense of how a business matures over time.
The emphasis obviously was on the different stages of business and funding options available at
various stages of business. The previous chapter gives you a perspective of what a company
would have gone through before it comes out to public to offer its shares.
This is extremely important to know because the IPO market, also called the Primary market
sometimes attracts companies offering their shares to public without actually going through a
healthy round of funding in the past. Few rounds of funding by credible VC, and PE firm validate
the quality of the business and its promoters. Of course you need to treat this with a pinch of salt
but nevertheless it acts as an indicator to identify well run companies.
The IPO Markets - Part 2
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5.2 - Why do companies go public?
We closed the previous chapter with few very critical questions. One of which – Why did the com-
pany decide to file for an IPO, and in general why do companies go public?
When a company decides to file for an IPO, invariably the main reason is to raise funds to fuel
their Capex requirement. The promoter has 3 advantages by taking his company public..
1. He is raising funds to meet Capex requirement
2. He is avoiding the need to raise debt which means he does not have to pay finance charges
which translates to better profitability
3. Whenever you buy a share of a company, you are in essence taking the same amount of risk as
the promoter is taking. Needless to say, the proportion of the risk and its impact will depend on
the quantity of shares you hold. Nonetheless, whether you like it or not, when you buy shares
you also buy risk. So when the company goes public, the promoter is actually spreading his risk
amongst a large group of people.
There are other advantages as well in going for an IPO…
1. Provide an exit for early investors - Once the company goes public, the shares of the
company start trading publicly. Any existing shareholder of the company – could be promoters,
angel investors, venture capitalist, PE funds; can use this opportunity to sell their shares in the
open market. By selling their shares, they get an exit on their initial investment in the company.
They can also choose to sell their shares in smaller chunks if they wish.
2. Reward employees –Employees working for the company would have shares allotted to
them as an incentive. This sort of arrangement between the employee and the company is
called the “Employee Stock Option”. The shares are allotted at a discount to the employees.
Once the company goes public, the employees stand a chance to see capital appreciation in
the shares. Few examples where the employee benefited from ESOP would be Google, Infosys,
Twitter, Facebook etc
3. Improve visibility - Going public definitely increases visibility as the company has a status of
being publicly held and traded. There is a greater chance of people’s interest in the company,
consequently creating a positive impact on its growth.
So let’s just build on our fictional business story from the previous chapter a little further and fig-
ure out the IPO details of this company.
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If you recollect, the company requires 200 Crs to fund their capex and the management had de-
cided to fund this partly by internal accrual and partly by filing for an IPO.
Do recollect that company still has 16% of authorized capital translating to 800,000 shares which
are not allotted. The last valuation of these shares when the PE firm invested in Series B was
64Crs. The company has progressed really well ever since the PE firm has invested and naturally
the valuation of these shares would have gone up.
For the sake of simplicity, let us assume the company is now valuing the 16% shares anywhere be-
tween 125 Crs to 150 Crs. This translates to a per share value, anywhere between Rs.1562 to
Rs.1875/-…(125Crs/8lakh).
So if the company puts 16% on the block to the public, they are likely to raise anywhere between
125 to 150 Crs. The remainder has to come from internal accruals. So naturally, the more money
they raise, better it is for the company.
5.3 - Merchant Bankers
Having decided to go public, the company must now do a series of things to ensure a successful
initial public offering. The first and foremost step would be to appoint a merchant banker. Mer-
chant bankers are also called Book Running Lead Managers (BRLM)/Lead Manager (LM). The
job of a merchant banker is to assist the company with various aspects of the IPO process includ-
ing…
•
Conduct a due diligence on the company filing for an IPO, ensure their legal compliance and
also issue a due diligence certificate
•
Should work closely with the company and prepare their listing documents including Dra Red
Herring Prospectus (DRHP). We will discuss this in a bit more detail at a later stage
•
Underwrite shares – By underwriting shares, merchant bankers essentially agree to buy all or
part of the IPO shares and resell the same to public
•
Help company arrive at the price band for the IPO. A price band is the lower and upper limit of
the share price within which the company will go public. In case of our example, the price band
will be Rs.1562/- and Rs.1875/-
•
Help the company with the road shows – This is like a promotional/marketing activity for the
company’s IPO
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•
Appointment of other intermediaries namely, registrars, bankers, advertising agencies etc. The
Lead manager also makes various marketing strategies for the issue
Once the company partners with the merchant banker, they will work towards taking the com-
pany public.
5.4 - IPO sequence of events
Needless to say each and every step involved in the IPO sequence has to happen under the SEBI
guidelines. In general, the following are the sequence of steps involved.
•
Appoint a merchant banker. In case of a large public issue, the company can appoint more
than 1 merchant banker
•
Apply to SEBI with a registration statement – The registration statement contains details on
what the company does, why the company plans to go public and the financial health of the
company
•
Getting a nod from SEBI – Once SEBI receives the registration statement, SEBI takes a call on
whether to issue a go ahead or a ‘no go’ to the IPO
•
DRHP – If the company gets the initial SEBI nod, then the company needs to prepare the DRHP.
A DRHP is a document that gets circulated to the public. Along with a lot of information, DRHP
should contain the following details..
a.The estimated size of the IPO
b.The estimated number of shares being offered to public
c.Why the company wants to go public and how does the company plan to utilize the funds
along with the timeline projection of fund utilization
d.Business description including the revenue model, expenditure details
e.Complete financial statements
f.Management Discussion and Analysis – how the company perceives the future business op-
erations to emerge
g.Risks involved in the business
h.Management details and their background
•
Market the IPO – This would involve TV and print advertisements in order to build awareness
about the company and its IPO offering. This process is also called the IPO road show
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•
Fix the price band – Decide the price band between which the company would like to go pub-
lic. Of course this can’t be way off the general perception. If it is, then the public will not sub-
scribe for the IPO
•
Book Building – Once the road show is done and price band fixed the company now has to offi-
cially open the window during which the public can subscribe for shares. For example, if the
price band is between Rs.100 and Rs.120, then the public can actually choose a price they think
is fair enough for the IPO issue. The process of collecting all these price points along with the re-
spective quantities is called Book Building. Book building is perceived as an effective price dis-
covery method
•
Closure – Aer the book building window is closed (generally open for few days) then the price
point at which the issue gets listed is decided. This price point is usually that price at which
maximum bids have been received.
•
Listing Day – This is the day when the company actually gets listed on the stock exchange. The
listing price is the price discovered through the book building process.
5.5 - What happens aer the IPO?
During the bidding process (also called the date of issue) investors can bid for shares at a particu-
lar price within the specified price band. This whole system around the date of issue where one
bids for shares is referred to as the Primary Market. The moment the stock gets listed and de-
buts on the stock exchange, the stock starts to trade publicly. This is called the secondary mar-
kets.
Once the stock transitions from primary markets to secondary markets, the stock gets traded
daily on the stock exchange. People start buying and selling the stocks regularly.
Why do people trade? Why does the stock price fluctuate? Well, we will answer all these ques-
tions and more in the subsequent chapters.
5.6 Few key IPO jargons
Before we wrap up the chapter on IPO’s let us review few important IPO jargons.
Under Subscription – Let’s say the company wants to offer 100,000 shares to the public. Dur-
ing the book building process it is discovered that only 90,000 bids were received, then the issue
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is said to be under subscribed. This is not a great situation to be in as it indicates negative public
sentiment
Over subscription – If there are 200,000 bids for 100,000 shares on offer then the issue is said
to be oversubscribed 2 times (2x)
Green Shoe Option - Part of the underwriting agreement which allows the issuer to author-
ize additional shares (typically 15 percent) to be distributed in the event of over subscription.
This is also called the over allotment option
Fixed Price IPO –Sometimes the companies fix the price of the IPO and do not opt for a price
band. Such issues are called fixed price IPO
Price Band and Cut off price –Price band is a price range between which the stock gets
listed. For example if the price band is between Rs.100 and Rs.130, then the issue can list within
the range. Let’s says it gets listed at 125, then 125 is called the cut off price.
Recent IPO’s in India*
Here is a look at few recent IPO’s in India. With all the background information you now have,
reading Table 5.1 in the following page should be easy
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38
Sl No
Name of Issue
Issue Price
(INR)
BRLM
Date of Issue
Issue Size
(Lakh Shares)
Price Band
(INR)
1
Wonderla
Holidays Limited
125
Edelweiss
Financial
Services and
ICICI Securities
Limited
21/04/2014 to
23/04/2014
14,500,000
115 to 125
2
Power Grid
Coporation of
India Ltd
90
SBI, Citi, ICICI,
Kotak, UBS
03/12/2013 to
06/12/2013
787,053,309
85 to 90
3
Just Dial Ltd
530
Citi, Morgan
Stanley
20/05/2013 to
22/05/2013
17,493,458
470 to 543
4
Repco Homes
Finance Limited
172
SBI, IDFC, JM
Financials
13/03/2013 to
15/03/2013
1,57,20,262
165 to 172
5
V-Mart Retail
Ltd
210
Anand Rathi
01/02/2013 to
05/02/2013
4,496,000
195 to 215
Table 5.1 - Recent IPO’s in India
*Source : NSE India, as of June 2014
Key takeaways from this chapter
1. Companies go public to raise funds, provide an exit for early investors, reward employees
and gain visibility
2. Merchant banker acts as a key partner with the company during the IPO process
3. SEBI regulates the IPO market and has the final word on whether a company can go public
or not
4. As an investor in the IPO you should read through the DRHP to know everything about the
company
5. Most of the IPOs in India follow a book building process
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6.1 - Overview
Having understood the IPO process and what really goes behind the company’s transition from
primary to secondary market we are now set to explore the stock markets a step further.
By virtue of being a public company, the company is now liable to disclose all information related
to the company to the public. The shares of a public limited company are traded on the stock ex-
changes on a daily basis.
There are few reasons why market participants trade stocks. We will explore these reasons in this
chapter.
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The Stock Markets
6.2 - What really is the stock market?
Like we discussed in chapter 2, the stock market is an electronic market place. Buyers and sellers
meet and trade their point of view.
For example, consider the current situation of Infosys. At the time of writing this, Infosys is facing
a succession issue, and most of its senior level management personnel are quitting the company
for internal reasons. It seems like the leadership vacuum is weighing down the company’s reputa-
tion heavily. As a result, the stock price dropped to Rs.3,000 all the way from Rs.3,500. Whenever
there are new reports regarding Infosys management change, the stock prices react to it.
Assume there are two traders – T1 and T2.
T1’s point of view on Infosys - The stock price is likely to go down further because the company
will find it challenging to find a new CEO.
If T1 trades as per his point of view, he should be a seller of the Infosys stock.
T2, however views the same situation in a different light and therefore has a different point of
view – According to him, the stock price of Infosys has over reacted to the succession issue and
soon the company will find a great leader, aer whose appointment the stock price will move up-
wards.
If T2 trades as per his point of view, he should be a buyer of the Infosys stock.
So at, Rs.3, 000 T1 will be a seller, and T2 will be a buyer in Infosys.
Now both T1 and T2 will place orders to sell and buy the stocks respectively through their respec-
tive stock brokers. The stock broker, obviously routes it to the stock exchange.
The stock exchange has to ensure that these two orders are matched, and the trade gets exe-
cuted. This is the primary job of the stock market – to create a market place for the buyer and
seller.
The stock market is a place where market participants can access any publicly listed company
and trade from their point of view, as long as there are other participants who have an opposing
point of view. Aer all, different opinions are what make a market.
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6.3 - What moves the stock?
Let us continue with the Infosys example to understand how stocks really move. Imagine you are
a market participant tracking Infosys.
It is 10:00 AM on 11th June 2014 ,and the price of Infosys is 3000. The management makes a state-
ment to the press that they have managed to find a new CEO who is expected to steer the com-
pany to greater heights. They are confident on his capabilities and they are sure that the new CEO
will deliver much more than what is expected out of him.
Two questions –
a.How will the stock price of Infosys react to this news?
b.If you were to place a trade on Infosys, what would it be? Would be a buy or a sell?
The answer to the first question is quite simple, the stock price will move up.
Infosys had a leadership issue, and the company has fixed it. When positive announcements are
made market participants tend to buy the stock at any given price and this cascades into a stock
price rally.
Let me illustrate this further in Table 6.1
Sl No
Time
Last Traded
Price
What price
the seller
wants
What does
the buyer
do?
New Last
Trade Price
1
10:00
3000
3002
He buys
3002
2
10:01
3002
3006
He buys
3006
3
10:03
3006
3011
He buys
3011
4
10:05
3011
3016
He buys
3016
Notice, whatever prices the seller wants the buyer is willing to pay for it. This buyer-seller reac-
tion tends to push the share price higher.
So as you can see, the stock price jumped 16 Rupees in a matter of 5 minutes. Though this is a fic-
tional situation, it is a very realistic, and typical behavior of stocks. The stocks price tends to go
up when the news is good or expected to be good.
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Table 6.1 - Trade Flow
In this particular case, the stock moves up because of two reasons. One, the leadership issue has
been fixed, and two, there is also an expectation that the new CEO will steer the company to
greater heights.
The answer to the second question is now quite simple; you buy Infosys stocks considering the
fact that there is good news surrounding the stock.
Now, moving forward in the same day, at 12:30 PM ‘The National Association of Soware & Serv-
ices company’, popularly abbreviated as NASSCOM makes a statement. For those who are not
aware, NASSCOM is a trade association of Indian IT companies. NASSCOM is considered to be a
very powerful organization and whatever they say has an impact on the IT industry.
The NASSCOM makes a statement stating that the customer’s IT budget seems to have come
down by 15%, and this could have an impact on the industry going forward.
By 12:30 PM let us assume Infosys is trading at 3030. Few questions for you..
a.How does this new information impact Infosys?
b.If you were to initiate a new trade with this information what would it be?
c.What would happen to the other IT stocks in the market?
The answers to the above questions are quite simple. Before we start answering these questions,
let us analyze NASSCOM’s statement in a bit more detail.
NASSCOM says that the customer’s IT budget is likely to shrink by 15%. This means the revenues
and the profits of IT companies are most likely to go down soon. This is not great news for the IT
industry.
Let us now try and answer the above questions..
a.Infosys being a leading IT major in the country will react to this news. The reaction could
be mixed one because earlier during the day there was good news specific to Infosys. How-
ever a 15% decline in revenue is a serious matter and hence Infosys stocks are likely to trade
lower
b.At 3030, if one were to initiate a new trade based on the new information, it would be a
sell on Infosys
c.The information released by NASSCOM is applicable to the entire IT stocks and not just
Infosys. Hence all IT companies are likely to witness a selling pressure.
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So as you notice, market participants react to news and events and their reaction translates to
price movements! This is what makes the stocks move.
At this stage you may have a very practical and valid question brewing in your mind. You may be
thinking what if there is no news today about a particular company? Will the stock price stay flat
and not move at all?
Well, the answer is both yes and no, and it really depends on the company in focus.
For example let us assume there is absolutely no news concerning two different companies..
1. Reliance Industries Limited
2. Shree Lakshmi Sugar Mills
As we all know, Reliance is one the largest companies in the country and regardless of whether
there is news or not, market participants would like to buy or sell the company’s shares and there-
fore the price moves constantly.
The second company is a relatively unknown and therefore may not attract market participant’s
attention as there is no news or event surrounding this company. Under such circumstances, the
stock price may not move or even if it does it may be very marginal.
To summarize, the price moves because of expectation of news and events. The news or events
can be directly related to the company, industry or the economy as a whole. For instance the ap-
pointment of Narendra Modi as the Indian Prime Minister was perceived as positive news and
therefore the whole stock market moved.
In some cases there would be no news but still the price could move due to the demand and sup-
ply situation.
6.4 - How does the stock get traded?
You have decided to buy 200 shares of Infosys at 3030, and hold on to it for 1 year. How does it ac-
tually work? What is the exact process to buy it? What happens aer you buy it?
Luckily there are systems in place which are fairly well integrated.
With your decision to buy Infosys, you need to login to your trading account (provided by your
stock broker) and place an order to buy Infosys. Once you place an order, an order ticket gets gen-
erated containing the following details:
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a. Details of your trading account through which you intend to buy Infosys shares – there-
fore your identity is reveled.
b. The price at which you intend to buy Infosys
c.The number of shares you intend to buy
Before your broker transmits this order to the exchange he needs to ensure you have sufficient
money to buy these shares. If yes, then this order ticket hits the stock exchange. Once the order
hits the market the stock exchange (through their order matching algorithm) tries to find a seller
who is willing to sell you 200 shares of Infosys at 3030.
Now the seller could be 1 person willing to sell the entire 200 shares at 3030 or it could be 10 peo-
ple selling 20 shares each or it could be 2 people selling 1 and 199 shares respectively. The permu-
tation and combination does not really matter. From your perspective, all you need is 200 shares
of Infosys at 3030 and you have placed an order for the same. The stock exchange ensures the
shares are available to you as long as there are sellers in the market.
Once the trade is executed, the shares will be electronically credited to your DEMAT account. Like-
wise the shares will be electronically debited from the sellers DEMAT account.
6.5 - What happens aer you own a stock?
Aer you buy the shares, the shares will now reside in your DEMAT account. You are now a part
owner of the company, to the extent of your share holding. To give you a perspective, if you own
200 shares of Infosys then you own 0.000035% of Infosys.
By virtue of owning the shares you are entitled to few corporate benefits like dividends, stock
split, bonus, rights issue, voting rights etc. We will explore all these shareholder privileges at a
later stage.
6.6 - A note on holding period
Holding period is defined as the period during which you intend to hold the stock. You may be sur-
prised to know that the holding period could be as short as few minutes to as long as ‘forever’.
When the legendary investor Warren Buffet was asked what his favorite holding period was, he in
fact replied ‘forever’.
In the earlier example quoted in this chapter, we illustrated how Infosys stocks moved from 3000
to 3016 in a matter of 5 minutes. Well, this is not a bad return aer all for a 5 Minute holding pe-
riod! If you are satisfied with it you can very well close the trade and move on to find another op-
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portunity. Just to remind you, this is very much possible in real markets. When things are hot,
such moves are quite common.
6.7 - How to calculate returns?
Now, everything in markets boils down to one thing. Generating a reasonable rate of return!
If your trade generates a good return all your past stock market sins are forgiven. This is what
really matters.
Returns are usually expressed in terms of annual yield. There are different kinds of returns that
you need to be aware of. The following will give you a sense of what they are and how to calcu-
late the same…
Absolute Return – This is return that your trade or investment has generated in absolute terms. It
helps you answer this question – I bought Infosys at 3030 and sold it 3550. How much percentage
return did I generate?
The formula to calculate the same is [Ending Period Value / Starting Period Value – 1]*100
i.e [3550/3030 -1] *100
= 0.1716 * 100
= 17.16%
A 17.6% is not a bad return at all!
Compounded Annual Growth Rate (CAGR) – An absolute return can be misleading if you want to
compare two investments. CAGR helps you answer this question - I bought Infosys at 3030 and
held the stock for 2 years and sold it 3550. At what rate did my investment grow over the last two
years?
CAGR factors in the time component which we had ignored when we computed the absolute re-
turn.
The formula to calculate CAGR is ..
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Applying this to answer the question..
{[3550/3030]^(1/2) – 1} = 8.2%
This means the investment grew at a rate of 8.2% for 2 years. Considering the fact that Indian
fixed deposit market offers a return of close to 8.5% return with capital protection an 8.2% return
suddenly looks a bit unattractive.
So, always use CAGR when you want to check returns over multiple years. Use absolute return
when your time frame is for a year or lesser.
What if you have bought Infosys at 3030 and sold it at 3550 within 6 months? In that case you
have generated 17.16% in 6 months which translates to 34.32% (17.16% * 2) for the year.
So the point is, if you have to compare returns, its best done when the return is expressed on an
annualized basis.
6.8 - Where do you fit in?
Each market participant has his or her own unique style to participate in the market. Their style
evolves as and when they progress and witness market cycles. Their style is also defined by the
kind of risk they are willing to take in the market. Irrespective of what they do, they can be catego-
rized as either a trader or an investor.
A trader is a person who spots an opportunity and initiates the trade with an expectation of prof-
itably exiting the trade at the earliest given opportunity. A trader usually has a short term view on
markets. A trader is alert and on his toes during market hours constantly evaluating opportuni-
ties based on risk and reward. He is unbiased toward going long or going short. We will discuss
what going long or short means at a later stage.
There are different types of traders :
a.Day Trader – A day trader initiates and closes the position during the day. He does not carry for-
ward his positions. He is risk averse and does not like taking overnight risk. For example – He
would buy 100 shares of TCS at 2212 at 9:15AM and sell it at 2220 at 3:20 PM making a profit of
Rs.800/- in this trade. A day trader usually trades 5 to 6 stocks per day.
b.Scalper – A type of a day trader. He usually trades very large quantities of shares and holds the
stock for very less time with an intention to make a small but quick profit. For example – He
would buy 10,000 shares of TCS as 2212 at 9:15 and sell it 2212.1 at 9.16. He ends up making
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1000/- profit in this trade. In a typical day, he would have placed many such trades. As you may
have noticed a scalp trader is highly risk averse.
c.Swing Trader – A swing trader holds on to his trade for slightly longer time duration, the dura-
tion can run into anywhere between few days to weeks. He is typically more open to taking
risks. For example – He would buy 100 shares of TCS at 2212 on 12th June 2014 and sell it 2214
on 19th June 2014.
Some of the really successful traders the world has seen are – George Soros, Ed Seykota, Paul Tu-
dor, Micheal Steinhardt, Van K Tharp, Stanley Druckenmiller etc
An investor is a person who buys a stock expecting a significant appreciation in the stock. He is
willing to wait for his investment to evolve. The typical holding period of investors usually runs
into a few years. There are two popular types of investors..
a.Growth Investors – The objective here is to identify companies which are expected to grow sig-
nificantly because of emerging industry and macro trends. A classic example in the Indian con-
text would be buying Hindustan Unilever, Infosys, Gillette India back in 1990s. These companies
witnessed huge growth because of the change in the industry landscape thereby creating mas-
sive wealth for its shareholders.
b.Value Investors – The objective here is to identify good companies irrespective of whether they
are in growth phase or mature phase but beaten down significantly due to the short term mar-
ket sentiment thereby making a great value buy. An example of this in recent times is L&T. Due
to short term negative sentiment; L&T was beaten down significantly around August/
September of 2013. The stock price collapsed to 690 all the way from 1200. At 690 (given its fun-
damentals around Aug 2013), a company like L&T is perceived as cheap, and therefore a great
value pick. Eventually it did pay off, as the stock price scaled back to 1440 around May 2014.
Some of the really famous investors the world has seen – Charlie Munger, Peter Lynch, Benjamin
Graham, Thomas Rowe, Warren Buffett, John C Bogle, John Templeton etc.
So what kind of market participant would you like to be?
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Key takeaways from this chapter
1. A stock market is a place where a trader or an investor can transact (buy, sell) in shares
2. A stock market is a place where the buyer and seller meet electronically
3. Different opinions makes a market
4. The stock exchange electronically facilitate the meeting of buyers, and sellers
5. News and events moves the stock prices on a daily basis
6. Demand supply mismatch also makes the stock prices move
7. When you own a stock you get corporate privileges like bonus, dividends, rights etc
8. Holding period is defined as the period during which you hold your shares
9. Use absolute returns when the holding period is 1 year or less. Use CAGR to identify the
growth rate over multiple years
10.Traders, and investors differ on two counts – risk taking ability and the holding period.
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7.1 - Overview
If I were to ask you to give me a real time summary on the traffic situation, how would you possi-
bly do it?
Your city may have 1000’s of roads and junctions; it is unlikely you would check each and every
road in the city to find the answer. The wiser thing for you to do would be to quickly check, a few
important roads and junctions across the four directions of the city and observe how the traffic is
moving. If you observe chaotic conditions across these roads then you would simply summarize
the traffic situation as chaotic, else traffic can be considered normal.
The few important roads and junctions that you tracked to summarize the traffic situation served
as a barometer for the traffic situation for the entire city!
Drawing parallels, if I were to ask you how the stock market is moving today, how would you an-
swer my question? There are approximately 5,000 listed companies in the Bombay Stock Ex-
change and about 2,000 listed companies in the National Stock Exchange. It would be clumsy to
check each and every company, figure out if they are up or down for the day and then give a de-
tailed answer.
The Stock Markets Index
50
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Instead you would just check few important companies across key industrial sectors. If majority
of these companies are moving up you would say markets are up, if the majority is down, you
would say markets are down, and if there is a mixed trend, you would say markets are sideways!
So essentially identify a few companies to represent the broader markets. So every time some-
one asks you how the markets are doing, you would just check the general trend of these se-
lected stocks and then give an answer. These companies that you have identified collectively
make up the stock market index!
7.2 - The Index
Luckily you need not actually track these selected companies individually to get a sense of how
the markets are doing. The important companies are pre packaged, and continuously monitored
to give you this information. This pre packaged market information tool is called the ‘Market In-
dex’.
There are two main market indices in India. The S&P BSE Sensex representing the Bombay stock
exchange and CNX Niy representing the National Stock exchange.
S&P stands for Standard and Poor’s, a global credit rating agency. S&P has the technical expertise
in constructing the index which they have licensed to the BSE. Hence the index also carries the
S&P tag.
CNX Niy consists of the largest and most frequently traded stocks within the National Stock Ex-
change. It is maintained by India Index Services & Products Limited (IISL) which is a joint venture
of National Stock Exchange and CRISIL. In fact the term ‘CNX’ stands for CRISIL and NSE.
An ideal index gives us minute by minute reading about how the market participants perceive the
future. The movements in the Index reflect the changing expectations of the market participants.
When the index goes up, it is because the market participants think the future will be better. The
index drops if the market participants perceive the future pessimistically.
7.3 - Practical uses of the Index
Some of the practical uses of Index are discussed below.
Information – The index reflects the general market trend for a period of time. The
index is a broad representation of the country’s state of economy. A stock market
index that is up indicates people are optimistic about the future. Likewise when the
stock market index is down it indicates that people are pessimistic about the fu-
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ture.
For example the Niy value on 1st of January 2014 was 6301 and the value as of 24th June 2014
was 7580. This represents a change of 1279 points in the index of 20.3% increase. This simply
means that during the time period under consideration, the markets have gone up quite signifi-
cantly indicating a strong optimistic economic future.
The time frame for calculating the index can be for any length of time.. For example, the Index at
9:30 AM on 25th June 2014 was at 7,583 but an hour later it moves to 7,565. A drop of 18 points
during this period indicates that the market participants are not too enthusiastic.
Benchmarking – For all the trading or investing activity that one does, a yardstick
to measure the performance is required. Assume over the last 1 year you invested
Rs.100,000/- and generated Rs.20,000 return to make your total corpus Rs.120,000/-
. How do you think you performed? Well on the face of it, a 20% return looks great.
However what if during the same year Niy moved to 7,800 points from 6,000 points generating a
return on 30%?
Well suddenly it may seem to you, that you have underperformed the market! If not for the Index
you can’t really figure out how you performed in the stock market. You need the index to bench-
mark the performance of a trader or investor. Usually the objective of market participants is to
outperform the Index.
Trading - Trading on the index is probably one of most popular uses of the index. Ma-
jority of the traders in the market trade the index. They take a broader call on the
economy or general state of affairs, and translate that into a trade.
For example imagine this situation. At 10:30 AM the Finance Minister is expected to
deliver his budget speech. An hour before the announcement Niy index is at 6,600 points. You
expect the budget to be favorable to the nation’s economy. What do you think will happen to the
index? Naturally the index will move up. So in order to trade your point of view, you may want to
buy the index at 6,600. Aer all, the index is the representation of the broader economy.
So as per your expectation the budget is good and the index moves to 6,900. You can now book
your profits, and exit the trade at a 300 points profit! Trades such as these are possible through
what is known as ‘Derivative’ segment of the markets. We are probably a bit early to explore de-
rivatives, but for now do remember that index trading is possible through the derivative markets.
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Portfolio Hedging – Investors usually build a portfolio of securities. A typical portfo-
lio contains 10 – 12 stocks which they would have bought from a long term perspec-
tive. While the stocks are held from a long term perspective they could foresee a pro-
longed adverse movement in the market (2008) which could potentially erode the
capital in the portfolio. In such a situation, investors can use the index to hedge the portfolio. We
will explore this topic in the risk management module.
7.4 - Index construction methodology
It is important to know how the index is constructed /calculated especially if one wants to ad-
vance as an index trader. As we discussed, the Index is a composition of many stocks from differ-
ent sectors which collectively represents the state of the economy. To include a stock in the index
it should qualify certain criteria. Once qualified as an index stock, it should continue to qualify on
the stated criteria. If it fails to maintain the criteria, the stock gets replaced by another stock
which qualifies the prerequisites.
Based on the selection procedure the list of stocks is populated. Each stock in the index should
be assigned a certain weightage. Weightage in simpler terms define how much importance a cer-
tain stock in the index gets compared to the others. For example if ITC Limited has 7.6% weight-
age on Niy 50 index, then it is as good as saying the that the 7.6% of Niy’s movement can be at-
tributed to ITC.
The obvious question is - How do we assign weights to the stock that make up the Index?
There are many ways to assign weights but the Indian stock exchange follows a method called
free float market capitalization. The weights are assigned based on the free float market capi-
talization of the company, larger the market capitalization, higher the weight.
Free float market capitalization is the product of total number of shares outstanding in the mar-
ket, and the price of the stock.
For example company ABC has a total of 100 shares outstanding in the market, and the stock
price is at 50 then the free float market cap of ABC is 100*50 = Rs.5,000.
At the time of writing this chapter, the following as per Table 7.1 are the 50 stocks in Niy as per
their weightage…
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Sl No
Name of the company
Industry
Weightage (%)
1
ITC Limited
Cigarettes
7.60
2
ICICI Bank Ltd
Banks
6.55
3
HDFC Ltd
Housing Finance
6.45
4
Reliance Industry Ltd
Refineries
6.37
5
Infosys Ltd
Computer Software
6.26
6
HDFC Bank Ltd
Banks
5.98
7
TCS Ltd
Computer Software
5.08
8
L&T Ltd
Engineering
4.72
9
Tata Motors Ltd
Automobile
3.09
10
SBI Ltd
Banks
2.90
11
ONGC Ltd
Oil Exploration
2.73
12
Axis Bank Ltd
Banks
2.50
13
Sun Pharma Ltd
Pharmaceuticals
2.29
14
M&M Ltd
Automobiles
2.13
15
HUL Ltd
FMCG
1.87
16
Bharti Airtel Ltd
Telecom Services
1.70
17
HCL Technologies Ltd
Computer software
1.61
18
Tata Steel Ltd
Metal -Steel
1.42
19
Kotak Mahindra Bank Ltd
Banks
1.40
Table 7.1 - Niy stocks as per their weightage
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Sl No
Name of the company
Industry
Weightage (%)
20
Sesa Sterlite Ltd
Mining
1.38
21
Dr.Reddy’s Lab Ltd
Pharmaceuticals
1.37
22
Wipro Ltd
Computer Software
1.37
23
Maruti Suzuki India Ltd
Automobile
1.29
24
Tech Mahindra Ltd
Computer Software
1.24
25
Hero Motocorp Ltd
Automobile
1.20
26
NTPC Ltd
Power
1.15
27
Power Grid Corp Ltd
Power
1.13
28
Asian Paints Ltd
Paints
1.10
29
Lupin Ltd
Pharmaceuticals
1.09
30
Bajaj Auto Ltd
Automobile
1.07
31
Hindalco Industries Ltd
Metal – Aluminum
0.95
32
Ultratech Cements Ltd
Cements
0.95
33
Indusind Bank Ltd
Banks
0.94
34
Coal India Ltd
Mining
0.93
35
Cipla Ltd
Pharmaceuticals
0.89
36
BHEL Ltd
Electrical
Equipment
0.79
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Sl No
Name of the company
Industry
Weightage (%)
37
Grasim Industries Ltd
Cements
0.79
38
Gail (India) Ltd
Gas
0.78
39
IDFC Ltd
Financial Services
0.74
40
Cairn India Ltd
Oil Exploration
0.72
41
United Sprits Ltd
Distillery
0.70
42
Tata Power Co.Ltd
Power
0.68
43
Bank of Baroda
Banks
0.63
44
Ambuja Cements Ltd
Cements
0.61
45
BPCL
Refineries
0.58
46
Punjab National Bank
Banks
0.55
47
NMDC Ltd
Mining
0.52
48
ACC Ltd
Cements
0.50
49
Jindal Steel & Power
Steel
0.38
50
DLF Ltd
Construction
0.34
As you can see, ITC Ltd has the highest weightage. This means the Niy index is most sensitive to
price changes in ITC Ltd, and least sensitive to price changes in DLF Ltd.
7.5 - Sector specific indices
While the Sensex and Niy represent the broader markets there are certain indices that repre-
sents specific sectors. These are called the sectoral indices. For example the Bank Niy on NSE
represents the mood specific to the banking industry. The CNX IT on NSE represents the behavior
of all the IT stocks in the stock markets. Both BSE and NSE have sector specific indexes. The con-
struction and maintenance of these indices is similar to the other major indices.
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Key takeaways from this chapter
1. An index acts as a barometer of the whole economy
2. An index going up indicates that the market participants are optimistic
3. An index going down indicates that the market participants are pessimistic
4. There are two main indices in India – The BSE Sensex and NSE’s Niy
5. Index can be used for a variety of purposes – information, bench marking, trading and
hedging.
6. Index trading is probably the most popular use of the index
7. India follows the free float market capitalization method to construct the index
8. There are sector specific indices which convey the sentiment of specific sectors
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The objective of this chapter is to help you learn some of the common market terminologies, and
concepts associated with it.
Bull Market (Bullish) – If you believe that the stock prices are likely to go up then you are
said to be bullish on the stock price. From a broader perspective, if the stock market index is go-
ing up during a particular time period, then it is referred to as the bull market.
Bear Market (Bearish) – If you believe that the stock prices are likely to go down then you
are said to be bearish on the stock price. From a broader perspective, if the stock market index is
going down during a particular time period, then it is referred to as the bear market.
Trend - A term ‘trend’ usually refers to the general market direction, and its associated
strength. For example, if the market is declining fast, the trend is said to be bearish. If the market
is trading flat with no movement then the trend is said to be sideways.
Face value of a stock – Face value (FV) or par value of a stock indicates the fixed denomina-
tion of a share. The face value is important with regard to corporate action. Usually when divi-
dends and stock split are announced they are issued keeping the face value in perspective. For ex-
ample the FV of Infosys is 5, and if they announce an annual dividend of Rs.63 that means the divi-
dend yield is 1260%s (63 divided by 5).
Commonly Used Jargons
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52 week high/low – 52 week high is the highest point at which a stock has traded during the
last 52 weeks (which also marks a year) and likewise 52 week low marks the lowest point at
which the stock has traded during the last 52 weeks. The 52 week high and low gives a sense of
the range within which the stock has traded during the year. Many people believe that if a stock
reaches 52 week high, then it indicates a bullish trend for the foreseeable future. Similarly if a
stock has hits 52 week low, some traders believe that it indicates a bearish trend for a foreseeable
future.
All time high/low – This is similar to the 52 week high and low, with the only difference be-
ing the all time high price is the highest price the stock has ever traded from the time it has been
listed. Similarly, the all time low price is the lowest price at which the stock has ever traded from
the time it has been listed.
Long Position – Long position or going long is simply a reference to the direction of your
trade. For example if you have bought or intend to buy Biocon shares then you are said to be long
on Biocon or planning to go long on Biocon respectively. If you have bought the Niy Index with
an expectation that the index will trade higher then essentially you have a long position on Niy.
If you are long on a stock or an index, you are said to be bullish.
Short Position – Going short or simply ‘shorting’ is a term used to describe a transaction car-
ried out in a particular order. This is a slightly tricky concept. To help you understand the concept
shorting, I’d like to narrate a recent incident that happened to me at work.
If you are a gadget enthusiast like me, you would probably know that Xiaomi (Chinese manufac-
tures of Smartphone) recently entered into an exclusive partnership with Flipkart to sell their flag-
ship smart phone model called Mi3 in India. The price of Mi3 was speculated to be around
Rs.14,000/-. If one wished to buy Mi3, he had to be a registered Flipkart user, the phone was not
available for a non registered user, and the registration was open only for a short time. I had
promptly registered to buy the phone, but my colleague Rajesh had not. Though he wanted to
buy the phone, he could not because he had not registered on time.
Out of sheer desperation, Rajesh walked up to me, and made an offer. He said, he is willing to buy
the phone from me at Rs. 16,500/-. Being a trader at heart, I readily agreed to sell him the phone!
In fact I even demanded him to pay me the money right away.
Aer I pocketed the money, I thought to myself, what have I done?? Look at the situation I’ve put
myself into? I’ve sold a phone to Rajesh, which I don’t own yet!!
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But then, it was not a bad deal aer all. I agree, I had sold a phone that I dint own. However I
could always buy the phone on Flipkart, and pass on the new unopened box to Rajesh. My only
fear in this transaction was, what if the price of the phone is above Rs.16,500?? In that case I’d
make a loss, and I’d regret entering into this transaction with Rajesh. For example if the phone
was priced at Rs.18,000 my loss would be Rs.1,500 (18,000 – 16,500).
However to my luck, the phone was priced at Rs.14,000/-, I promptly bought it on Flipkart, upon
delivery, I handed over the phone to Rajesh, and in the whole process I made a clean profit of
Rs.2,500/- (16500 – 14000)!
If you look at the sequence of transactions, first I sold the phone (that I dint own) to Rajesh, and
then I bought it later on Flipkart, and delivered the same to Rajesh. Simply put I had sold first,
and bought it later!
This type of transaction is called a ‘Short Trade’.
The concept of shorting is very counter intuitive simply because we are not used to ‘shorting’ in
our day to day activity, unless you have a trader mentality :)
Going back to stock markets, think about this very simple transaction – on day 1 you buy shares
of Wipro at Rs.405, two days later (day 3) the stock moves and you sell your shares at Rs.425. You
made a profit of Rs.20/- on this transaction.
In this transaction your first leg of the trade was to buy Wipro at Rs.405, and the second leg was
to sell Wipro at Rs.425, and you were bullish on the stock.
Going forward, on day 4, the stock is still trading at Rs.425, and you are now bearish on the stock.
You are convinced that the stock will trade lower at Rs.405 in few days time. Now, is there a way
you can profit out of your bearish expectation? Well, you could, and it can be done so by shorting
the stock.
You sell the stock at Rs.425, and 2 days later assuming the stock trades at Rs.405, you buy it back.
If you realize the first leg of the trade was to sell at Rs.425, and the second leg was to buy the
stock at Rs.405. This is always the case with shorting – you first sell at a price you perceive as high
with an intention of buying it back at a lower price at a later point in time.
You have actually executed the same trade as buying at Rs.405 and selling at Rs.425 but in re-
verse order.
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An obvious question you may have – How can one sell Wipro shares without owning it. Well you
can do so, just like the way I sold a phone that I did not own.
When you first sell, you are essentially borrowing it from someone else in the market, and when
you buy it back, you actually return the shares back. All this happens in the backend, and the
stock exchange facilitates the process of borrowing, and returning it back.
In fact when you short a stock, it works so seamlessly that you will not even realize that you are
borrowing it from someone else. From your perspective, all you need to know is that when you
are bearish on the stock, you can short the stock, and the exchange takes care of borrowing the
stock on your behalf. When you buy the stocks back, the exchange will ensure the stocks are re-
turned back.
To sum it all up...
a.When you short, you have a bearish view on the stock. You profit if the stock price goes down.
Aer you short, if the stock price goes up, you will end up making a loss
b.When you short you essentially borrow from another market participant, and you will have to
deliver these shares back. You need not worry about the mechanics of this. The system will en-
sure all this happens in the background
c.Shorting a stock is easy – either you call your broker and ask him to short the stock or you do it
yourself by selecting the stock you wish to short, and click on sell
d.For all practical purposes, if you want to short a stock, and hold the position for few days, it is
best done on the derivatives markets
e.When you are short, you make money when the stock price goes down. You will make a loss if
the stock price goes up aer you have shorted the stock.
To summarize long and short positions as per table 8.1 in the following page........
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Square off – Square off is a term used to indicate that you intend to close an existing posi-
tion. If you are long on a stock squaring off the position means to sell the stock. Please remem-
ber, when you are selling the stock to close an existing long position you are not shorting the
stock!
When you are short on the stock, squaring off position means to buy the stock back. Remember
when you buy it back, you are just closing an existing position and you are not going long!
When you are
Square off position is
Long
Sell the stock
Short
Buy the stock
Intraday position – Is a trading position you initiate with an expectation to square off the po-
sition within the same day.
OHLC – OHLC stands for open, high, low and close. We will understand more about this in
the technical analysis module. For now, open is the price at which the stock opens for the day,
high is the highest price at which the stock trade during the day, low is the lowest price at which
the stock trades during the day, and the close is the closing price of the stock. For example, the
OHLC of ACC on 17th June 2014 was 1486, 1511, 1467 and 1499.
Volume – Volumes and its impact on the stock prices is an important concept that we will
explore in greater detail in the technical analysis module. Volumes represent the total transac-
tions (both buy and sell put together) for a particular stock on a particular day. For example, on
17th June 2014, the volume on ACC was 5, 33,819 shares.
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Position
1st Leg
2nd Leg
Expectation
Make
money
when
You will lose
money if
Long
Buy
Sell
Bullish
Stock goes up
Stock price
drops
Short
Sell
Buy
Bearish
Stock goes
down
Stock price
goes up
Table 8.1- Long and short positions
Table 8.2 - Square off positions
Market Segment – A market segment is a division within which a certain type of financial in-
strument is traded. Each financial instrument is characterized by its risk and reward parameters.
The exchange operates in three main segments.
a.Capital Market – Capital market segments offers a wide range of tradable securities such as eq-
uity, preference shares, warrants and exchange traded funds. Capital Market segment has sub seg-
ments under which instruments are further classified. For example, common shares of compa-
nies are traded under the equity segment abbreviated as EQ. So if you were to buy or sell shares
of a company you are essentially operating in the capital market segment
b.Futures and Options – Futures and Option, generally referred to as equity derivative segment is
where one would trade leveraged products. We will explore the derivative markets in greater
depth in the derivatives module
c.Whole sale Debt Market – The whole sale debt market deals with fixed income securities. Debt
instruments include government securities, treasury bills, bonds issued by a public sector under-
taking, corporate bonds, corporate debentures etc.
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CHAPTER 9
The Trading Terminal
9.1 – Overview
When a market participant wants to transact in the market, he can do so by opting one
of the options:
1. Call the stock broker, and trade usually called “Call & Trade”
2. Use a web browser to access the markets
3. Use the trading software called the Trading Terminal
Each of the above method is a gateway to the exchanges. The gateway allows you to do
multiple things such as transacting in shares, tracking your Profit & Loss, tracking
market movements, following news, managing your funds, viewing stock charts,
accessing trading tools etc. The purpose of this chapter is to familiarize you with the
trading terminal (TT), and its interface.
A trading terminal is software which can be downloaded from your broker’s website
and is installed on your computer. The trading terminal is quite a user friendly
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interface, as most of its functionalities are menu driven. To access the trading terminal,
you need to have a trading account with your broker.
A good TT offers you numerous useful features. We will start by understanding a few
basic features. To keep this chapter as practical as possible let us set two basic tasks to
using the TT.
1. Buy 1 share of ITC, and
2. Track the price of Infosys
While we achieve the above two tasks, we will also learn about all the relevant
concepts. For the purpose of this chapter, we will be using Zerodha’s web platform
‘Kite’
9.2 – The login process
The trading terminal is quite sensitive as it contains all your trading account
information. In order to ensure adequate security, brokers usually follow a stringent
login process. The process involves entering your password and answering two secret
questions, the answers to which only you know. The snapshot below shows this
process.
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9.3 – The Market watch
Once your login to the platform you will have to populate the ‘market watch’ with the
stocks you are interested. Think about the market watch as a blank slate. Once the
stock is loaded on the market watch you can easily transact and query information
about it. A blank market watch looks like this (this is also the screen that you see once
you log in)
Keeping the first task in mind we will load ITC Ltd onto the market watch. To do this we
simply have to type in the stock symbol ITC in the search bar and the drop down will
show the stock in different exchanges(NSE/BSE)
Click on the Add symbol to add the stock to the marketwatch
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The marketwatch will display last traded price, percentage change of the stock
The last traded price of the stock (LTP) – This gives us a sense of how much the stock
is trading at the very moment
Percentage change – This indicates the percentage points the LTP is varying with
respect to the previous day close
Some basic information that will be needed at this point would be:
Previous day close – At what price did the stock close the previous day
OHLC – Open, High, Low and Close gives us a sense of the range within which the
stock is trading during the day
Volumes – Gives a sense on how many shares are being traded at a particular point
of time
You can find this information under Market Depth. If you hover over the stock name,
you will find Buy, Sell, Market Depth and Stock Information. If you click on Marketdepth,
you will find the above information along with the best bid and ask price ladder. We will
be covering Bid and Ask price in the later part of the Chapter.
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As you can see, the last traded price of ITC is Rs.262.25, it is trading -0.40% lower than
the previous day close which is Rs.263.30. The open for the day was at Rs.265.90, the
highest price and the lowest price at which the stock traded for the day was Rs.265.90
and Rs.262.15 respectively. The volume for the day is close to 27 lakh shares.
9.4 – Buying a stock through the trading terminal
Our goal is to buy 1 share of ITC. We now have ITC in our trading terminal, and we are
convinced that buying ITC at Rs.261, which is roughly Rs.1.25 lesser than the last traded
price is a great idea.
The first step for this process would be to invoke what is called a buy order form.
o Hover over the stock you want to Buy and click on the Buy Icon(B)
o This will invoke the Buy. When the buy order form is invoked, the following order form
will appear on your screen.
The order form is pre populated with some information like the price and quantity. We
need to modify this as per our requirement. Let us begin by the first drop down option
on the top. By default, the exchange specified would be NSE.
The next entry is the ‘order type’. By clicking on the drop down menu you will see the
following four options:
Limit
Market
SL
SL-Market
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Let us understand what these options actually mean.
You can opt for a ‘Limit’ order when you are very particular about the price you want
pay for a stock. In our case, the last traded price of ITC is Rs.262.25 but say we want to
limit our buy price to Rs.261. In such a situation where we are particular about the price
we want to transact in, we can opt for a limit order price. If the price does not fall to
Rs.261, then you will not get the shares. This is one of the drawbacks of a limit order.
You can also opt for a market order when you intend to buy at market available prices
instead of a very specific price that you have in mind. So if you were to place a market
order, as long as there are sellers available, your order will go through and ITC will be
bought in the vicinity of Rs.262.25. Suppose the price goes up to Rs.265 coinciding with
your market order placement, then you will get ITC at Rs.265. This means when you
place a market order, you will never be sure of the price at which you would transact,
and this could be quite a dangerous situation if you are an active trader.
A stop loss order protects you from an adverse movement in the market after initiating
a position. Suppose you buy ITC at Rs.262.25 with an expectation that ITC will hit Rs.275
in the near future. But instead, what if the price of ITC starts going down? We can
protect ourselves firstly by defining what would be the worst possible loss you are
willing to take. For instance, in the example let us assume you don’t want to take a loss
beyond Rs.255
This means you have gone long on ITC at Rs.262.25 and the maximum loss you are
willing to take on this trade is Rs.6 (255). If the stock price drops down to Rs.255, the
stop loss order gets active and hits the exchange and you will be out of the loss making
position. As long as the price is above 255 the stop loss order will be dormant.
A stop loss order is a passive order. In order to activate it, we need to enter a trigger
price. A trigger price, usually above the stop loss price acts as a price threshold and
only after crossing this price the stop loss order transitions from a passive order to an
active order.
Going with the above example:
We are long at Rs.261. In case the trade goes bad we would want to get rid of the
position at Rs.255, therefore 255 is the stop loss price. The trigger price is specified so
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that the stoploss order would transition from passive to active order. The trigger price
has to be higher than the stop loss price. We can set this to Rs.256. If the price drops to
Rs.256 from 255 the stop loss order gets active.
Going back to the main buy order entry form, once the order type is selected we now
move directly to the quantity. Remember the task is to buy 1 share of ITC; hence we
enter 1 in the quantity box. We ignore the trigger price and disclosed quantity for now.
The next thing to select would be the product type.
Select CNC for delivery trades. Meaning if your intention is to buy and hold the shares
for multiple days/months/years then you need to ensure the shares reside in your
demat account. Selecting CNC is your way of communicating this to your broker.
Select NRML or MIS if you want to trade intraday. MIS is a margin product; we will
understand more on this when we take up the module on derivatives.
Once these details are filled in your order form, the order is good to hit the markets.
The order gets transmitted to the exchange as soon as you press the submit button on
the order form. A unique order ticket number is generated against your order.
Once the order is sent to the exchange it will not get executed unless the price hits
Rs.261. As soon as the price drops to Rs.26 (and assuming there are sellers willing to
sell 1 shares) you order gets through, and is eventually executed. As soon as your order
is executed, you will own 1 shares of ITC.
9.5 – The order book and Trade book
The order book and trade book are two online registers within trading terminal. The
order book keeps track of all the orders that you have sent to the exchange and the
trade book tracks all the trades that you have transacted during the day.
The order book has all the details regarding your order. You can navigate to the
orderbook by clicking the Orders tab
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The order book provides the details of the orders you have placed. You should access
the order book to:
Double check the order details – quantity, price, order type, product type
Modify the orders – For example if you want to modify the buy order from 332 to 333
you can do so from the order book
Check Status – After you have placed the order you can check the status of the same.
The status would state open if the order is completed partially, it would state
completed if the order has been completed, and it would state rejected if your order
has been rejected. You can also see the details of the rejection in the order book.
If you notice, there is an open order to buy 1 share of ITC at Rs.261.
If you hover over the pending orders, you can find the option to modify or cancel the
order
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By clicking ‘modify’ the order form will be invoked and you can make the desired
changes to the order.
Once the order has been processed and the trade has been executed, the trade details
will be available in the trade book. You can find the trade book just below the
orderbook
Here is a snapshot of the trade book
The trade book confirms that the user executed an order to buy 1 share of ITC at Rs
262.2. Also notice a unique exchange order number is generated for the trade.
So with this our first task is complete!
You now officially own 1 share of ITC. This share will reside in our DEMAT account till
you decide to sell it.
The next task is to track the price of Infosys. The first step would be to add Infosys to
the market watch. We can do this by searching for Infosys in the search box.
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The trading symbol for Infosys is Infy. Once we select Infy, we press Add to add it to the
market watch.
We can now track some live information about Infosys. The last trade price is
Rs.1014.75; the stock is down -0.11% from its previous days close of Rs.1015.85. Infosys
opened the day at Rs.1014.80 made a low of Rs.998.40 and a high of Rs.1028.95. The
volumes were 3.6 million shares.
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Please note, while the open price will be fixed at Rs. 1014.80 the high and low prices
change as and when the price of Infosys changes. For example, if Infosys moves from
Rs.1014.2 to Rs.1050, then the high price will reflect Rs. 1050 as the new high.
Notice that the LTP of Infosys is highlighted in green and ITC in red. If the current LTP
is more than the previous LTP, the cell is highlighted in green else in red.
Have a look at the snapshot below:
The price of Infosys dropped from 1014.20 to 1020.80, and hence the colour changed to
red from blue.
Besides the basic information about the LTP, OHLC, and volume we can also dig a bit
deeper to understand the real time market participation. To see this, we need to invoke
what is called a ‘Market Depth’ window also referred to as the snap quote window. As
you can see, there is a lot of information in the snap quote window. I specifically want
to draw your attention to the numbers in blue and red called the Bid and Ask prices.
You can use Kite by Zerodha more effectively by going through its user manual
9.6 – The Bid and Ask Price
If you want to buy a share, you obviously need to buy it from a seller. The seller will sell
the shares at a price that he thinks is fair enough. The price that the sellers ask you is
called the ‘Ask Price’. The ask price is highlighted in red. Let us analyse this in a bit
more detail.
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By default, the snap quote window displays the top 5 bid and asks prices. In the table
above we have the top 5 ask prices.
The first ask price is Rs.3294.80. At this particular moment, this is the best price to buy
Infosys and there are only 2 shares available at this price being offered by 2 different
sellers (both of them are selling 1 share each). The next best price is Rs.3294.85. At this
price there are 4 shares available being offered by 2 different sellers. The third best
price is Rs.3295 at which 8 shares are available, and this price is offered by two sellers.
So on and so forth.
As you notice, the higher the ask price the lower is the priority. For example, at
5
th
position is an ask price of Rs.3296.25 for 5 shares. This is because the stock
exchanges give priority to sellers willing to sell their shares at the least possible price.
Notice even if you want to buy 10 shares at Rs.3294.8 you can only buy 2 shares because
there are only 2 sellers at Rs.3294.8. However, if you are not particular about the price
(aka limit price) you can place a market order. When you place a market order at this
stage, this is what happens:
2 shares are bought @ Rs.3294.8
4 shares are bought @ Rs.3294.85
4 shares are bought @ Rs.3295.00
The 10 shares will be bought at three different prices. Also in the process the LTP of
Infosys will jump to Rs.3295 from Rs.3294.8
If you want to sell a share, you obviously need to sell it to a buyer willing to buy it from
you. The buyer will buy the shares at a price that he thinks is fair enough. The price that
the buyer demands is called the ‘bid price’. The bid price is highlighted in blue. Let us
analyse this part in a bit more detail:
Again by default the snap quote window displays the top five bid prices. Notice the best
price at which you can sell shares is at Rs.3294.75, and at this price you can only sell 10
shares as there are only 5 buyers willing to buy from you.
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If you were to sell 20 Infosys shares at market price the following would be the
execution pattern:
10 shares sold @ Rs.3294.75
6 shares sold @ Rs.3294.20
1 share sold @ Rs.3294.15
3 shares sold @ Rs.3293.85
So in essence, the bid and ask prices gives you information about the top 5 prices at
which the buyers and sellers are stacked up. It is extremely important for you to
understand how the buyers and sellers are placing their trades especially if you are an
intraday trader.
9.7 – Conclusion
The trading terminal is your gateway to markets. Trading terminal has many features
that are useful to traders. We will explore these features as we progress through the
various learning modules. For now, you should be in a position to understand how to
set up a market watch, transact (buy and sell) in stocks, view the order and trade book,
and understand the market depth window.
Key takeaways from this chapter
1. A trading terminal is your gateway to markets. You must know the operations of a
trading terminal if you aspire to become an active trader
2. You can load the stock you are interested in on the market watch to track all the
relevant information
3. Some of the basic information on market watch is – LTP, % change, OHLC and
volumes
4. To buy a stock you need to invoke a buy order form by pressing ‘B’ key. Likewise, to
sell a stock you need to invoke a sell order form by pressing ‘S’ key
5. You choose a limit order type when you are keen on transacting at a particular price,
else you can opt for a market order
6. You choose CNC as product type if you want to buy and hold the stock across
multiple days. If you want to trade intraday, you choose NRML or MIS
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7. An order book lets you track orders that are both open and completed. You can
modify the open orders by clicking on the modify button at the bottom of the order
book
8. Once the order is completed you can view the trade details in the trade book. In
case of a market order then you can view the exact trade price by accessing the
trade book
9. You can press the F6 key to invoke the market depth or snap quote window. The
market watch enables you to see bid and ask prices
10. The bid & ask prices refers to the price at which you can transact. By default, the top
5 bid and ask prices are displayed in the market depth window at all times.
10.1 - Overview
While the topic on clearing and settlement is quite theoretical it is important to understand the
mechanics behind it. As a trader or an investor you need not actually worry about how the trades
are cleared and settled as there are professional intermediaries to carry out this function seam-
lessly for you.
However the lack of understanding of the clearing and settlement process could leave a void, and
would not give a sense of completeness to the learning process. Hence for this reason we will ex-
plore what happens behind the scene from the time you buy a stock to the time it hits your DE-
MAT account.
We will keep this very practical with a clear emphasis on what you as a market participant should
really know.
Clearing and Settlement
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CHAPTER 10
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10.2 - What happens when you buy a stock?
Day 1 – The trade (T Day), Monday
Assume on 23rd June 2014 (Monday) you buy 100 shares of Reliance Industries at Rs.1,000/- per
share. The total buy value is Rs.100,000/- (100 * 1000). The day you make the transaction is re-
ferred to as the trade date, represented as ‘T Day’.
By the end of trade day your broker will debit Rs.100,000/- and the applicable charges towards
your purchase. Assuming the trade is executed through Zerodha, the applicable charges would
be as follows as per Table 10.1:
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Sl No
Chargeable Item
Applicable Charges
Amount
1
Brokerage
0.1% or Rs.20/-
whichever is lower
20/-
2
Security Transaction
Charges
0.1% of the turnover
100/-
3
Transaction Charges
0.00325% of the
turnover
3.25/-
4
Service Tax
12% of Brokerage +
Transaction charges
2.79/-
5
Education Cess
2% of service tax
0.0558/-
6
Higher education Cess
1% of service tax
0.0279/-
7
SEBI Charges
Rs.20 per crore of
transaction
0.2/
Total
126.32/-
TABLE 10.1 - Charge List
So an amount of Rs.100,000/- plus Rs.126.32/- (which includes all the applicable charges) totaling
Rs.100,126.32/- will be debited from your trading account the day you make the transaction. Do
remember, the money goes out of your account but the stock has not come into your DEMAT ac-
count yet.
Also, on the same day the broker generates a ‘contract note’ and sends you a copy of the same. A
contract note is like a bill generated detailing every transaction your made. This is an important
document which is worth saving for future reference. A contract note typically shows a break up
of all transactions done during the day along with the trade reference number. It also shows the
breakup of charges charged by the broker.
Day 2 – Trade Day + 1 (T+ day, Tuesday)
The day aer you made the transaction is called the T+1 day. On T+1 day you can sell the stock
that you purchased the previous day. If you do so, you are basically doing a quick trade called
“Buy Today, Sell Tomorrow” (BTST) or “Acquire Today, Sell Tomorrow” (ATST). Remember the
stock is not in your DEMAT account yet. Hence, there is a risk involved, and you could be in trou-
ble for selling a stock that you don’t really own. This doesn’t mean, every time you do a BTST
trade you end up in trouble, but it does once in a way especially when you trade B group and illiq-
uid stocks. The reason why this happens is a little convoluted, and we deliberately will not touch
this topic now.
If you are starting fresh in the markets, I would suggest you do not do BTST trades unless you un-
derstand the risk involved.
From your perspective nothing happens on T+1 day. However in the background the money re-
quired to purchase the shares is collected by the exchange along with the exchange transaction
charges and Security transaction tax.
Day 3 – Trade Day + 2 (T+2 day, Wednesday)
On day 3 or the T+2 day, around11 AMshares are debited from the person who sold you the
shares and credited to the brokerage with whom you are trading, who will in turn credit it to your
DEMAT account by end of day. Similarly money which was debited from you is credited to the per-
son who sold the shares.
The shares will now start reflecting in the DEMAT account indicating that you own 100 shares of
Reliance.
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So for all practical purposes if you buy a share on day T Day, you can expect to receive the shares
in your DEMAT account only by end of T+2 day. The shares are available for transaction on
T+3day.
10.3 - What happens when you sell a stock?
The day you sell the stocks is again called the trade day, represented as ‘T Day’. The moment you
sell the stock from your DEMAT account, the stock gets blocked .Before the T+2 day the blocked
shares are given to the exchange. On T+2 day you would receive the funds from the sale which
will be credited to your trading account aer deduction of all applicable charges.
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Key takeaways from this chapter
1. The day you make a transaction, it is called the trade date, represented as ‘T Day’
2. The broker is required to issue you a contract note for all the transactions carried out by end
of T day
3. When you buy a share, the same will be reflected in your DEMAT account by end of T+2 day
4. All equity/stock settlements in India happen on a T+2 basis
5. When you sell shares, the shares are blocked immediately and the sale proceeds credited
again on T +2 day
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11.1 - Overview
Corporate actions are initiatives taken up by a corporate entity that bring in a change to its stock.
There are many types of corporate actions that an entity can choose to initiate. A good under-
standing of these corporate actions gives a clear picture of the company’s financial health, and
also to determine whether to buy or sell a particular stock.
In this chapter, we will be looking into the four most important corporate actions and their im-
pact on stock prices.
A corporate action is initiated by the board of directors, and approved by the company’s share-
holders.
Five Corporate Actions and its
Impact on Stock Prices
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11.2 - Dividends
Dividends are paid by the company to its shareholders. Dividends are paid to
distribute the profits made by the company during the year. Dividends are
paid on a per share basis. For example, during the financial year 2012-13 Info-
sys had declared a dividend of Rs.42 per share. The dividend paid is also ex-
pressed as a percentage of the face value. In the above case, the face value of
Infosys was Rs.5/- and the dividend paid was Rs.42/- hence the dividend payout is said to be
840% (42/5).
It is not mandatory to pay out the dividends every year. If the company feels that instead of pay-
ing dividends to shareholders they are better off utilizing the same cash to fund new project for a
better future, then can do so.
Besides, the dividends need not be paid from the profits alone. If the company has made a loss
during the year but it does hold a healthy cash reserve, then the company can still pay dividends
from its cash reserves.
Sometimes distributing the dividends may be the best way forward for the company. When the
growth opportunities for the company have exhausted and the company holds excess cash, it
would make sense for the company to reward its shareholders thereby repaying the trust the
shareholders hold in the company.
The decision to pay dividend is taken in the Annual General Meeting (AGM) during which the direc-
tors of the company meet. The dividends are not paid right aer the announcement. This is be-
cause the shares are traded throughout the year and it would be difficult to identify who gets the
dividend and who doesn’t. The following timeline would help you understand the dividend cycle.
Dividend Declaration Date: This is the date on which the AGM takes place and the company’s
board approves the dividend issue
Record Date: This is the date on which the company decides to review the shareholders register to
list down all the eligible shareholders for the dividend. Usually the time difference between the
dividend declaration date and record date is at least 30 days
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Ex Date/Ex Dividend date: The ex dividend date is normally set two business days before the re-
cord date. Only shareholders who own the shares before the ex dividend date are entitled to the
dividend. This is because in India the normal settlement is on T+2 basis. So for all practical pur-
poses if you want to be entitled for dividend you need to ensure you buy the shares before the ex
dividend date.
Dividend Payout Date: This is the day on which the dividends are paid out to shareholders listed in
the register of the company.
Cum Dividend: The shares are said to be cum dividend till the ex dividend date.
When the stock goes ex dividend, usually the stock drops to the extent of dividends paid. For ex-
ample if ITC (trading at Rs. 335) has declared a dividend of Rs.5. On ex date the stock price will
drop to the extent of dividend paid, and as in this case the price of ITC will drop down to Rs.330.
The reason for this price drop is because the amount paid out no longer belongs to the company.
Dividends can be paid anytime during the financial year. If it’s paid during the financial year it is
called the interim dividend. If the dividend is paid at the end of the financial year it is called the
final dividend.
11.3 - Bonus Issue
A bonus issue is a stock dividend, allotted by the company to reward the
shareholders. The bonus shares are issued out of the reserves of the com-
pany. These are free shares that the shareholders receive against shares that
they currently hold. These allotments typically come in a fixed ratio such as,
1:1, 2:1, 3:1 etc.
If the ratio is 2:1 ratio, the existing shareholders get 2 additional shares for every 1 share they
hold at no additional cost. So if a shareholder owns 100 shares then he will be issued an addi-
tional 200 shares, so his total holding will become 300 shares. When the bonus shares are issued,
the number of shares the shareholder holds will increase but the overall value of investment will
remain the same.
To illustrate this kindly refer to Table 11.1 in the following page, let us assume a bonus issue on
different ratios – 1:1, 3:1 and 5:1
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Similar to the dividend issue there is a bonus announcement date, ex bonus date, and record date.
Companies issue bonus shares to encourage retail participation, especially when the price per
share of a company is very high and it becomes tough for new investors to buy shares. By issuing
bonus shares, the number of outstanding shares increases, but the value of each share reduces as
shown in the example above.
11.4 - Stock Split
The word stock split- for the first time sounds weird but this happens on a regular
basis in the markets. What this means is quite obvious – the stocks that you hold
actually are split!
When a stock split is declared by the company the number of shares held increases but the invest-
ment value/market capitalization remains the same similar to bonus issue. The stock is split with
reference to the face value. Suppose the stock’s face value is Rs.10, and there is a 1:1 stock split
then the face value will change to Rs.5. If you owned 1 share before split you would now own 2
shares aer the split.
We will illustrate this with an example, refer to Table 11.2 in the following page:
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Bonus
Issue
No of shares held
before bonus
Share price
before Bonus
issue
Value of
Investment
Number of
shares held
aer Bonus
Share price aer
Bonus issue
Value of Investment
1:1
100
75
7,500
200
37.5
7500
3:1
30
550
16,500
120
137.5
16,500
5:1
2000
15
30,000
12,000
2.5
30,000
Table 11.1 - Bonus Issue
Similar to bonus issue, stock split is usually to encourage more retail participation by reducing
the value per share.
11.5 - Rights Issue
The idea behind a rights issue is to raise fresh capital. However instead of go-
ing public, the company approaches their existing shareholders Think about
the rights issue as a second IPO but for a select group of people (existing
shareholders). The rights issue could be an indication of a promising new de-
velopment in the company. The shareholders can subscribe to the rights issue in the proportion
of their share holding. For example 1:4 rights issue means for every 4 shares a shareholder owns,
he can subscribe to 1 additional share. Needless to say the new shares under the rights issue will
be issued at a lower price than what prevails in the markets.
However, a word of caution – The investor should not be swayed by the discount offered by the
company but they should look beyond that. Rights issue is different from bonus issue as one is
paying money to acquire shares. Hence the shareholder should subscribe only if he or she is com-
pletely convinced about the future of the company. Also, if the market price is below the subscrip-
tion price/right issue price it is obviously cheaper to buy it from the open market.
11.6 Buyback of shares
A buyback can be seen as a method for company to invest in itself by buying
shares from other investors in the market. Buybacks reduce the number of
shares outstanding in the market, however buyback of shares is an important
method of corporate restructuring.
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Split
Ratio
Old FV
No of
shares you
own
before
split
Share
Price
before
split
Investment
Value
before split
New FV
No of shares
you own aer
split
Share Price aer
the split
Investment value
aer split
1:1
10
100
900
90,000
5
200
450
90,000
1:5
10
100
900
90,000
2
500
180
90,000
Table 11.2 - Stock Split
There could be many reasons why corporates choose to buy back shares..
1. Improve the profitability on a per share basis
2. To consolidate their stake in the company
3. To prevent other companies from taking over
4. To show the confidence of the promoters about their company
5. To support the share price from declining in the markets
When a company announces a buy back, it signals the company’s confidence about itself. Hence
this is usually a positive for the share price.
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Key takeaways from this chapter
1. Corporate actions has an impact on stock prices
2. Dividends are means of rewarding the shareholders. Dividend is announced as a percentage
of face value
3. If you aspire to get the dividend you need to own the stock before the ex dividend date
4. A bonus issue is a form of stock dividend. This is the company’s way of rewarding the
shareholders with additional shares
5. A stock spilt is done based on the face value. The face value and the stock price changes in
proportion to the change in face value
6. Rights issue is way through which the company raises fresh capital from the existing
shareholders. Subscribe to it only if you think it makes sense
7. Buy back signals a positive outlook of the promoters. This also conveys to the shareholders
that the promoters are optimistic of the company’s prospects.
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12.1 - Overview
For a market participant transacting just based on company specific information may not be suffi-
cient. It is also important to understand the events that influence the markets. Various outside
factors, economic and/or non-economic events have a key impact on the performance of stocks
and markets in general.
In this chapter we will try to understand some of these events, and also how the stock market re-
acts to them.
Key Events and Their Impact
on Markets
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12.2 - Monetary Policy
The monetary policy is a tool with which the Reserve Bank of India (RBI) controls the money sup-
ply by controlling the interest rates. They do this by tweaking the interest rates. RBI is India’s cen-
tral bank. World over every country’s central bank is responsible for setting the interest rates.
While setting the interest rates the RBI has to strike a balance between growth and inflation. In a
nutshell – if the interest rates are high that means the borrowing rates are high (particularly for
corporations). If corporate can’t borrow easily they cannot grow. If corporations don’t grow, the
economy slows down.
On the other hand when the interest rates are low, borrowing becomes easier. This translates to
more money in the hands of the corporations and consumers. With more money there is in-
creased spending which means the sellers tend to increase prices leading to inflation.
In order to strike a balance, the RBI has to consider all the factors and should carefully set a few
key rates. Any imbalance in these rates can lead to an economic chaos. The key RBI rates that you
need to track are as follows:
Repo Rate – Whenever banks want to borrow money they can borrow from the RBI. The rate at
which RBI lends money to other banks is called the repo rate. If repo rate is high that means the
cost of borrowing is high, leading to a slow growth in the economy. Currently, the repo rate in In-
dia is 8%. Markets don’t like the RBI increasing the repo rates.
Reverse repo rate – Reverse Repo rate is the rate at which RBI borrows money from banks. When
banks lend money to RBI they are certain that RBI will not default, and hence they are happier to
lend their money to RBI as opposed to a corporate. However when banks choose to lend money
to the RBI instead of the corporate entity, the supply of money in the banking system reduces. An
increase in reverse repo rate is not great for the economy as it tightens the supply of money. The
reverse repo rate is currently at 7%.
Cash reserve ratio (CRR) – Every bank is mandatorily required to maintain funds with RBI. The
amount that they maintain is dependent on the CRR. If CRR increases then more money is re-
moved from the system, which is again not good for the economy.
The RBI meets every quarter to review the rates. This is a key event that the market watches out
for. The first to react to rate decisions would be interest rate sensitive stocks across various sec-
tors such as – banks, automobile, housing finance, real estate, metals etc.
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12.3 - Inflation
Inflation is a sustained increase in the general prices of goods and services. Increasing inflation
erodes the purchasing power of money. All things being equal, if the cost of 1 KG of onion has in-
creased from Rs.15 to Rs.20 then this price increase is attributed to inflation. Inflation is inevita-
ble but a high inflation rate is not desirable as it could lead to economic uneasiness. A high level
of inflation tends to send a bad signal to markets. Governments work towards cutting down the
inflation to a manageable level. Inflation is generally measured using an index. If the index is go-
ing up by certain percentage points then it indicates rising inflation, likewise index falling indi-
cates inflation cooling off.
There are two types of inflation indices – Wholesale Price Index (WPI) and Consumer Price Index
(CPI).
Wholesale Price Index (WPI) – The WPI indicates the movement in prices at the wholesale level. It
captures the price increase or decrease when they are sold between organizations as opposed to
actual consumers. WPI is an easy and convenient method to calculate inflation. However the infla-
tion measured here is at an institutional level and does not necessarily capture the inflation expe-
rienced by the consumer.
As I write this, the WPI inflation for the month of May 2014 stands at 6.01%.
Consumer Price Index (CPI)- The CPI on the other hand captures the effect of the change in prices
at a retail level. As a consumer, CPI inflation is what really matters. The calculation of CPI is quite
detailed as it involves classifying consumption into various categories and sub categories across
urban and rural regions. Each of these categories is made into an index. This means the final CPI
index is a composition of several internal indices.
The computation of CPI is quite rigorous and detailed. It is one of the most critical metrics for
studying the economy. A national statistical agency called the Ministry of Statistics and Pro-
gramme implementation (MOSPI) publishes the CPI numbers around the 2nd week of every
month.
The CPI stands at 8.28% for the month of May 2014. Here is a chart for the inflation for the last
one year in India.
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As you can notice, the CPI inflation has kind of cooled off from the peak of 11.16% in November
2013. The RBI’s challenge is to strike a balance between inflation and interest rates. Usually a low
interest rate tends to increase the inflation and a high interest rate tends to arrest the inflation.
12.4 - Index of Industrial Production (IIP)
The Index of Industrial Production (IIP) is a short term indicator of how the industrial sector in
the country is progressing. The data is released every month (along with inflation data) by Minis-
try of Statistics and Programme implementation (MOSPI). As the name suggests, the IIP meas-
ures the production in the Indian industrial sectors keeping a fixed reference point. As of today,
India uses the reference point of 2004-05. The reference point is also called the base year.
Roughly about 15 different industries submit their production data to the ministry, which collates
the data and releases it as an index number. If the IIP is increasing it indicates a vibrant industrial
environment (as the production is going up) and hence a positive sign for the economy and mar-
kets. A decreasing IIP indicates a sluggish production environment, hence a negative sign for the
economy and markets.
To sum up, an upswing in the industrial production is good for the economy and a downswing
rings an alarm. As India is getting more industrialized, the relative importance of the Index of In-
dustrial Production is increasing.
A lower IIP number puts pressure on the RBI to lower the interest rates. The following graph
shows the change in IIP in percentage terms for the last 1 year.
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12.5 - Purchasing Managers Index (PMI)
The Purchasing managers index (PMI) is an economic indicator which tries to capture the busi-
ness activity across the manufacturing and service sectors in the country. This is a survey based
indicator where the respondents – usually the purchasing managers indicate their change in busi-
ness perception with respect to the previous month. A separate survey is conducted for the serv-
ice and the manufacturing sectors. The data from the survey is consolidated on to a single index.
Typical areas covered in the survey include factors such as new orders, output, business expecta-
tions and employment amongst others.
The PMI number usually oscillates around 50. A reading above 50 indicates expansion and below
50 indicates a contraction in the economy. And a reading at 50 indicates no change in the econ-
omy.
12.6 - Budget
The Budget is an event during which the Ministry of Finance discusses the country’s finance in de-
tail. The Finance Minister on behalf of the ministry makes a budget presentation to the entire
country. During the budget, major policy announcements and economic reforms are announced
which has an impact on various industries across the markets. Therefore the budget plays a very
important role in the economy
To illustrate this further, one of the expectations for the budget (July 2014) was to increase the du-
ties on cigarette. As expected, during the budget, the Finance Minister raised the duties on ciga-
rette, and hence the prices of cigarettes were also increased. An increased cigarette price has a
few implications:
1. Increased cigarette prices discourage smokers from buying cigarettes (needless to say this is
a debatable) and hence the profitability of the cigarette manufacturing companies such as ITC
decreases. If the profitability decreases then investors may want to sell shares of ITC.
2. If market participants start selling ITC, then the markets will come down because ITC is an
index heavy weight.
In fact as a reaction to the budget announcement ITC traded 3.5% lower for this precise reason.
Budget is an annual event and it is announced during the last week of February. However under
certain special circumstances such as a new government formation the budget announcement
could be delayed.
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12.7 - Corporate Earnings Announcement
This is perhaps one of the important events to which the stocks react. The listed companies (trad-
ing on stock exchange) are required to declare their earning numbers once in every quarter, also
called the quarterly earning numbers. During an earnings announcement the corporate gives out
details on various operational activities including..
1. How much revenue the company has generated?
2. How has the company managed its expense?
3. How much money the company paid in terms of taxes and interest charges?
4. What is the profitability during the quarter?
Besides some companies give an overview of what they expect from the upcoming quarters. This
forecast is called the ‘corporate guidance’.
Invariably every quarter the first blue chip company to make the quarterly announcement is Info-
sys Limited. They also give out guidance regularly. Market participants keenly follow what Infosys
has to say in terms of guidance as it has an overall impact on the markets.
The table below gives you an overview of the earning season in India:
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Sl No
Months
Quarter
Result Announcement
1
April to June
Quarter 1 (Q1)
1st week of July
2
July to September
Quarter 2 (Q2)
1st week of Oct
3
October to December
Quarter 3 (Q3)
1st Week of Jan
4
January to March
Quarter 4 (Q4)
1st Week of April
Table 12.1 - Quarterly Earnings
Every quarter when the company declares their earnings, the market participants match the earn-
ings with their own expectation of how much the company should have earned. The market par-
ticipant’s expectation is called the ‘street expectation’.
The stock price will react positively if the company’s earnings are better than the street expecta-
tion. On a similar logic, the stock price will react negatively if the actual numbers are below the
street expectation.
If the street expectation and actual numbers match, more oen than not the stock price tends to
trade flat with a negative bias. This is mainly owing to fact that the company could not give any
positive surprises.
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Key takeaways from this chapter
1. Markets and individual stocks react to events. Market participants should equip themselves
to understand and decipher these events
2. Monetary policy is one of the most important economic event. During the monetary policy,
review actions on repo, reverse repo, CRR etc are initiated
3. Interest rates and inflation are related. Increasing interest rates curbs inflation and vice versa
4. Inflation data is released every month by MOSPI. As a consumer, CPI inflation data is what
you need to track
5. IIP measures the industrial production activity. Increase in IIP cheers the markets and lower
IIP disappoints the market
6. PMI is a survey based business sentiment indicator. The PMI number oscillates around the 50
mark. Above 50 is good news to markets and PMI below 50 is not.
7. The Budget is an important market event where policy announcements and reform initiatives
are taken. Markets and stocks react strongly to budget announcements
8. Corporate earnings are reported every quarter. Stocks react mainly due to the variance in
actual number versus the street’s expectation.
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Assuming you are done reading and understanding the entire 12 chapters in our very first module
– Introduction to stock markets, you are now warmed up to dig deeper!
The objective of the first module is to give you quick hands on introduction to the stock markets.
In our endeavor to introduce the stock markets to you, we have carefully selected concepts that
you need to know, especially if you are absolutely new to markets. If you have many unanswered
questions at this stage, it is a good sign. You will find your answers as we proceed to other mod-
ules.
At this stage, it is extremely important for you to understand why we have so many different learn-
ing modules, and how these modules are interrelated. To give you a head up, here are some of
the modules that we will cover in Varsity.
1. Introduction to Stock Markets
2. Technical analysis
3. Fundamental Analysis
4. Futures Trading
Getting started!
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5. Option Theory
6. Option Strategies
7. Quantitative Concepts
8. Commodity Markets
9. Risk Management & Trading Philosophy
10.Trading Strategies & Systems
11.Financial Modeling for Investment practice
13.1 - So many modules – how are they interrelated?
The idea of ‘Varsity at Zerodha’ is to put up a repository of high quality market related educa-
tional content. The content, will cover various aspects of fundamental analysis, technical analy-
sis, derivatives, trading strategies, risk management, financial modeling etc. Each main topic is
categorized as a module. If you are new to the markets, you could be wondering how each of
these topics fit within the grand scheme of things.
To help you get a perspective, allow me to post a simple question to you.
In order to be successful in the markets, what according to you is the single most important fac-
tor? Success in markets is easily defined – if you make money consistently you are successful, and
if you don’t you are not!
So if you were to answer this question for me, chances are you will think about factors such as
risk management, discipline, market timing, access to information etc as the key to be successful
in markets.
While one cannot deny the importance of these factors what is even more compelling and pri-
mary is developing a point of view (POV).
A point of view is an art of developing a sense of direction on a stock or the markets in general. If
you think the stock is going up, your POV is bullish hence you would be a buyer of the stock. Like-
wise if you think a stock is going down your POV is bearish therefore you would be a seller of the
stock.
Having said that, how do you actually develop a point of view? How do you figure out if the stock
is going up or down?
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To develop a point of view, one needs to develop a systematic approach to analyze the markets.
There are a few methods using which you can figure out/ analyze what to buy or sell. They are:
1. Fundamental Analysis (FA)
2. Technical Analysis (TA)
3. Quantitative Analysis (QA)
4. Outside views
Just to give you a preview, here is a typical illustration of a trader’s thought process while devel-
oping a POV (whether to buy or sell stocks) based on a particular method of analysis -
FA based POV – The quarterly numbers looks impressive. The company has reported a 25% top
line and 15% bottom-line growth. The company’s guidance also looks positive. With all the funda-
mentals factors aligned, the stock looks bullish hence the stock is a buy.
TA based POV – The MACD indicator has turned bullish along with a bullish engulfing candlestick
pattern, with that study the stock’s short term sentiment looks positive therefore the stocks is a
buy.
QA based POV – With the recent up move, the stock’s price to earnings (PE) touched the 3rd stan-
dard deviation. There is only 1% chance for the PE to breach the 3rd standard deviation. Hence it
is prudent to expect a reversion to mean; therefore the stock is a sell.
Outside view – The analyst on TV is recommending a buy on the stock therefore the stock is a
buy.
The POV you take should always be based on your own analysis rather than an outsider’s view, as
more oen than not one ends up regretting taking an action based on anoutside view.
So aer developing a POV what does one generally do? Does he straight away go and trade the
point of view? Here is where the complexity of markets starts to kick in.
If the POV is bullish, you can choose to do one of the following:
1. Buy the stock in the spot market
2. Buy the stock in the derivatives markets.
a.Within derivatives you can choose to buy the futures
b.Or choose to trade via the option market
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i) Within the option market there are call options and put options.
ii) You can also do a combination of call and put options to create a synthetic bullish
trade
So what you choose to do aer developing a POV is a totally a different ball game. Choosing the
right instrument to trade which complements your POV is highly critical to profitable trading.
For example, if I’m extremely bullish on a stock from 1 year perspective then I’m better off doing
a delivery trade. However if I’m out rightly bullish on the stock from a short tem perspective (say
1 week) then I’d rather choose a futures instrument to trade.
If I’m bullish with constraints attached (example - I’m expecting the markets to bounce because
of a great budget announcement, but I don’t want to risk much) then it would be prudent to
choose an options instrument.
So the message here is – the market participant should develop a point of view and complement
the POV with the right trading instrument. A well researched POV combined with the right instru-
ment to trade is a perfect recipe for market success.
Also by now, hopefully you have got a sense of how all the different modules in “Varsity” play an
important role in assimilating the market.
So keeping this in background, go ahead and explore the content on Varsity at Zerodha.
The next two modules will explore concepts that will help us develop POV based on Technical
and Fundamental Analysis.
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Aer reading through these two modules you will get a sense of developing a point of view on
markets. The later modules we will discuss the different trading instruments that you can choose
to complement your point of view. As we progress along, we will ramp up the flow to help you
start calibrating your trades with effective risk management techniques.
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CHAPTER 14
Supplementary Note
IPO, OFS, and FPO – How are they different?
IPO
Initial Public Offering is when a company is introduced in to the publicly traded stock
markets for the very first time. In the IPO, the promoters of the company choose to offer
a certain percentage of shares to the public. The reason for going public and the
process of an IPO is explained in detail in Chapter 4 and 5.
The primary reason for going public is to raise capital which would be to fund expansion
projects or cash out early investors. After the IPO is listed on the exchange and is traded
in the secondary market, promoters of the company might still want additional capital
for which there are three options available: Rights Issue, Offer for Sale and Follow-on
Public Offer
Rights Issue
The promoters can choose to raise additional capital from its existing shareholders by
offering them new shares at a discounted price (generally lower than Market Price). The
company offers new shares in proportion of shares already held by the shareholders.
For example, a 1:4 Rights Issue would mean that for every 4 shares held 1 additional
share is offered. Although this option looks good, it limits the company to raise the
capital from a small number of investors who are already holding shares of the
company and might not want to invest more. A rights issue leads to creation of new
shares that are offered to the shareholders, which in turn, dilutes the value of the
previous held shares.
An example of a Rights issue is of South Indian Bank which announced a 1:3(One share
for every 3 held) issue at a price of Rs 14 which is 30% lower than the Market Price the
stock was trading (Rs 20 as on Record date 17 Feb 2017). The bank offered 45.07 lakh
shares to the existing shareholders.
Rights issue is covered in detail in Chapter 11 covering key Corporate Actions
OFS
The promoters can choose to offer the secondary issue of shares to the whole market
unlike a rights issue which is restricted to existing shareholders. The Exchange provides
a separate window through the stock brokers for the Offer for Sale. The exchange
allows company to route funds through OFS only if the Promoters want to sell out their
holdings and/or to maintain minimum public shareholding requirement (For example,
Govt. PSU have a public shareholding requirement of 25%).
There is a floor price set by the company, at or above which bids can be made by both
Retail and Non-Retail investors. The shares are allotted, if bids are at cut-off price or
above will be settled by the exchange into the investor Demat account in T+1 Days.
An example of an Offer for Sale is NTPC limited which offered a maximum of 46.35
million shares at a floor price of Rs 168 and was fully subscribed in the 2 day period.
The OFS was held on 29th August 2017 for Non-Retail Investors and 30th August 2017.
FPO
A FPO also has the same intent of raising additional capital after it has been listed but
follows a different mechanism for the application and allotment of shares. Shares can
be diluted and fresh shares can be created and offered in an FPO. Just like an IPO, a
FPO requires that Merchant Bankers be appointed to create a Draft Red Herring
Prospectus which has to be approved by SEBI after which bidding is allowed in a 3-5
day period. Investors can place their bids through ASBA and shares are allotted based
on the Cut-off Price decided after the book building process. Since the introduction of
OFS in 2012, FPOs are seldom used due to the lengthy process of approvals.
The company decides on a Price Band and the FPO is publicly advertised. Prospective
investors can bid for the issue using ASBA portal through Internet Banking or apply
offline through a Bank Branch. After the bidding process is complete, the cut-off price
is declared based on the demand and the additional shares allotted are listed on the
exchange for trading in the secondary markets.
An example of an FPO is of Engineers India Ltd which underwent an issue in February
2014 with a price band of Rs 145-Rs 150. The issue was oversubscribed by 3 times. The
shares on the day of starting date of the issue was trading at Rs 151.1. The lower price
band was at a 4.2% discount from the market price.
Difference between OFS and FPO
o An OFS is used to offload the shares of Promoters while a FPO is used to fund new
projects
o Dilution of shares is allowed in a FPO leading to change in Shareholding structure while
OFS does not affect the number of authorized shares.
o Only the top 200 companies by Market Capitalisation are allowed to use the OFS route
to raise funds while FPO option can be used by all listed companies
o Ever since OFS has been introduced by SEBI, FPO issues have come down and
companies prefer to choose the OFS route to raise funds
